TeamViewer
End-User License Agreement

If the place of purchase or your main seat or residence is located outside the USA, South America, or Canada, our contractual agreement shall be subject to the provisions of the End User License Agreement under A. and C.

If the place of purchase or your main seat or residence is located in the USA, South America, or Canada, our contractual agreement shall be subject to the provisions of the End User License Agreement under B. and C.

The original of End User License Agreement is drawn in the German language. In the countries Germany, Austria and Switzerland the German version shall prevail over the English version. In all other countries the English Version shall prevail. All other translations shall solely serve for a better understanding.

A.

Part I of this EULA contains the general provisions, Part II shall apply to any temporary, i.e. term- or subscription-based licenses to use Software (“Subscription”) while Part III shall apply to any perpetual Software licenses (“Perpetual”) and Part IV to any free-of-charge version of the Software (“Freemium Software”).

Part I
General provisions

1. General content of the contract

1.1. Parties and subject matter.

The provisions of this End User License Agreement (EULA) shall govern the relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Göppingen, Germany (“TeamViewer”) and its customers (“Customer”) with respect to the licensing by TeamViewer of certain of its software and the provision by TeamViewer of certain services. Accordingly, subject to the terms and conditions of this EULA, TeamViewer may provide Customer with (i) certain software installed on computers of the Customer as well as accessed and used via web browser, and apps for mobile terminals (e.g. iOS, Android) that enable the remote maintenance of computers, video based remote assistance and the performance of online meetings including diverse features (collectively “Software”), (ii) servers for the establishment of encrypted connections (handshake) and for the forwarding of data packets (routing) in connection with the use of the Software (“Server Services”), and (iii) related support services (“Support Services”). The Server Services and the Support Services are collectively referred to herein as “Services”.

1.2. Formation and content of the contract for Subscription and Perpetual licenses.

A paid contract pursuant to this EULA for Subscription and Perpetual Software licenses shall be formed, if (i) the Customer consummates the web-based order process on the TeamViewer website (www.teamviewer.com) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” or similarly named button after having accepted this EULA, or if (ii) the Customer and TeamViewer sign a written order form which references this EULA, or if (iii) the Customer orders by phone and receives an order confirmation attaching the EULA by e-mail. Details regarding the contract (e.g. selected Software, scope of functions, price, term, Services, etc.), will be set forth in the options selected by the Customer from the specifications provided by TeamViewer during the ordering process, or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Paid Contract”).

1.3. Formation and content of the contract for Freemium Software.

A free-of-charge contract pursuant to this EULA shall also be formed between TeamViewer and the Customer if the Customer downloads the Freemium Software, configures the type of use and installs the Freemium Software after having accepted this EULA (hereinafter referred to as the “Freemium Contract”, and a Freemium Contract or Paid Contract, referred to as a “Contract”).

1.4. Trial Use.

Prior to entering into a Paid Contract, TeamViewer may provide the Customer with the opportunity of a trial use for the Software and the Server Services during a defined trial use period (the “Trial Use”). TeamViewer also provides the Customer with a limited Trial Use license if the Customer installs the Freemium Software and declares that its use of the Software is (at least partly) for commercial purposes. For any Trial Use, this EULA shall also apply.

1.5. No deviating provisions.

The Contract, including all Orders thereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, unless TeamViewer has explicitly approved such terms and conditions in writing. This requirement of explicit approval applies in any case, regardless of whether TeamViewer provides Software or Services to the Customer in knowledge of the Customer’s general terms and conditions without explicitly objecting to them.

1.7. Test period.

If an Order provides for a test period, the Customer may terminate the Paid Contract (and its Order) for the Software within seven (7) calendar days of the conclusion of the Paid Contract. In such a case, the Customer shall be provided with a refund of any prepaid, unused fees (if any) paid to TeamViewer for the applicable Software that is subject to the test period.

2. Product specification, activation, and lifecycle of the Software

2.1. Product specification.

The functions of the Software and a description of any Services are set forth and described in the product description available in the TeamViewer web shop and on the applicable Order (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software and the Services; any other oral or written statements of TeamViewer shall not be relevant. Some features and functions of the Software or Services provided by TeamViewer may include or depend on certain third-party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited by TeamViewer.

2.2. No guarantees.

In case of doubt, guarantees regarding the quality or features made by TeamViewer shall only be interpreted as such if they have been made in writing (including a signature) and are labelled “guarantee”.

2.3. Provision, installation and configuration of the Software.

TeamViewer shall provide the Software to the Customer for electronic download. The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

2.4. Activation of Subscription or Perpetual license.

After completing the Order for a Subscription or Perpetual license, the Customer shall receive (i) a license key or (ii) an activation link for the activation of the license. Once the license key has been entered or activated, the rights of use and functionalities in accordance with the Contract shall be available to the Customer.

2.5. Software Lifecycle Policy.

Use of the Software shall be subject to TeamViewer’s Software Lifecycle Policy available for download under link

3. Software rights of use

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customer’s computers within the limits of the scope of use specified in the Order and/or this EULA. Notwithstanding the aforesaid, Customer shall be entitled to sublicense the Software in accordance with the applicable scope of Software functions (channel grouping).

3.2. Term of use.

In case of a Subscription, the rights of use granted under the Contract shall be limited in time to the term specified in the applicable Order (cf. section 13 below).

3.3. Scope of use for fee-based licenses of the Software.

Fee-based licenses of the Software – Subscription as well as Perpetual – are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Contract. If the Customer obtains the right to use the Software for commercial use, then the Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

3.4. Scope of use for Freemium Software.

The use of the Freemium Software is solely permitted for the Customer’s own, private, non-commercial purposes (e.g. free computer support for a spouse/partner). The use of the Freemium Software for the exercise of the Customer’s own trade or profession or the use for purposes for which the Customer directly or indirectly receives compensation (e.g. team work with colleagues, free support provided to third parties which have bought software of the Customer) does not qualify as private use.

3.5. Unauthorized use.

Any use of the Software exceeding the contractually agreed scope of usage is expressly prohibited.

3.6. Source code.

The rights of use granted shall not include any rights to the source code of the Software.

3.7. Prohibited use.

The rights granted pursuant to this EULA shall not include and the Customer shall not be entitled to and shall not allow a third party to (i) attempt to circumvent any technical devices of the Software that are directed at, or have the effect of, enforcing the terms of the EULA; (ii) modify, create derivative works, translate, decompile or create or attempt to create, by reverse engineering or otherwise, the source code or the object code of the Software; (iii) use the Software under any circumstance whatsoever directly or indirectly in a computer service business or service bureau or in a rental or commercial timesharing arrangement; (iv) remove, modify or obscure any copyright, trade secret, confidentiality, trademark, service mark or other proprietary rights, serial number, notice, legend or similar on any copy of the Software, or related data, manuals, documentation or other materials; (v) market, sell, lend, rent, lease, or otherwise distribute, the Software or give or provide it to third parties beyond the right to sublicense the Software in accordance with section 3.1 sentence 2; or (vi) except as otherwise expressly provided herein, assign, sublicense or otherwise transfer any rights in or to the Software.
This shall not affect the Customer’s statutory rights, in particular pursuant to section 69e of the German Copyright Act (UrhG).

3.8. Reservation of rights.

As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any new Versions thereof provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.9. Usage analyses, right to audit and self-declaration.

TeamViewer may analyse the Customer’s use of the Software and Services for security reasons as well as for product improvement, license auditing and/or marketing purposes. To that end, TeamViewer may, at its sole discretion, also implement technical measures regarding the functionality of the Software and the Server Services to assess whether the Customer’s usage pattern is in line with the indicated usage purpose and thus with the chosen license type and to detect whether the contractually agreed scope of use is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use and/or usage pattern.

4. Services provided by TeamViewer

4.1. Server Services.

For the establishment of encrypted remote communication connections between different users of the Software, the Software must communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data in the context of a session (e.g. online meeting or remote maintenance) that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

TeamViewer provides the Customer with the Server Services subject to the conditions set out in this EULA. It is not part of the Server Services to safeguard an interruption- and latency-free end-to-end connection between different users of the Software. The Customer acknowledges that the Server Services may be unavailable or include latency from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. Additionally, the Customer acknowledges that the end-to-end connection between different users of the Software is dependent on the Customer’s internet connection to the data center as well as the Customer’s use of hardware and software (e.g. PC, operating system) in compliance with system requirements for the Software (pursuant to section 7.3), all of which shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by Customer.

4.2. Support Services.

TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services. This shall not affect any statutory warranty claims of the Customer.

5. Documentation, Releases, Versions, interfaces, conference numbers.

5.1. Documentation.

TeamViewer shall provide a PDF manual retrievable online in German and English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under link. As between the parties, TeamViewer retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

5.2. Minor Releases.

TeamViewer may, at its sole discretion, elect to offer minor releases of the Software for download (“Minor Releases”). The new Software version which contains the Minor Release (“Minor Release Version”) may be marked by TeamViewer – in its sole discretion – by a change in the number behind the main version number (e.g. version XX.1, XX.2). Minor Release Versions may contain the correction of errors, security patches as well as minor improvements of functions (e.g. optimizations in the program execution speed) TeamViewer shall have no obligation to provide Minor Release Versions of the Software. If, however, TeamViewer does elect to provide Minor Release Versions of the Software then any Customer shall be obligated by way of a contributory duty (Mitwirkungsobliegenheit) to update the Software at its own cost to the then-current Minor Release Version of the Software as soon as reasonably practicable. All rights of use set forth herein that are applicable to the Software shall also apply to Minor Releases.

5.3. Major Releases.

TeamViewer may, at its sole discretion, also elect to offer major releases of the Software for download (“Major Releases”, Minor Releases and Major Releases, both a “Release”), usually comprising more extensive modifications of the Software functions. The new Software version which contains the Major Release (“Major Release Version”, Minor Release Versions and Major Release Versions, both a “Version”) may be marked by TeamViewer – in its sole discretion – by a change of the main version number (e.g. version XX, YY). TeamViewer shall not be obligated to provide any Major Release Versions of the Software. In the event that TeamViewer elects to provide a Major Release Version of the Software, TeamViewer may require the Customers of Perpetual licenses to pay an additional fee for use of such new Major Release Version. The Customers of Subscription licenses and Freemium Software shall be obligated by way of a contributory duty (Mitwirkungsobliegenheit) to upgrade to the new Major Release Version as soon as reasonably practicable. All rights of use set forth herein that are applicable to the Software shall also apply to Major Releases.

5.4. Programming interfaces.

At TeamViewer’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change or switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of the Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

5.5. Telephone conference number.

If, in the context of its services, TeamViewer provides a telephone conference number for dialling in as an alternative to the audio conference function of the Software, the provider of the respective telecommunication service (and not TeamViewer) shall be the owner of the telephone connection of the respective number. The use of the telephone conference number shall be subject to a separate fee and is not included in the user fee pursuant to the Contract. If applicable, the invoicing shall be performed by the telephone provider of the participant.

6. Changes to the Software or Services.

TeamViewer may change the Software in the context of updates and/or Releases as well as the Server Services (including the system requirements) for good cause. Such good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changes to applicable technical framework conditions (new encryption standards), or (iii) the protection of the system security.

7. Obligations and duties of the Customer

7.1. Lawful use.

The Customer shall use the Software and the Server Services only in accordance with the provisions of the Contract and in accordance with laws and regulations applicable to such use and shall not infringe any third-party rights in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions.

7.2. Export controls and economic sanctions.

Customer acknowledges that the Software and related technical data as well as the Services (collectively “Controlled Technology”) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party (as defined below); (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions (as defined below) and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Section 7.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

“Restricted Party” means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

7.3. System requirements.

The requirements for the Customer’s software and hardware are specified in the manuals and the Product Specification (cf. sections 2.1 and 5.1). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these system requirements.

8. Confidentiality and data protection

8.1. Confidentiality.

The products offered by TeamViewer, including the Software, the Services and all manuals, data, documentation, and other materials provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance with the Contract.

8.2. Data protection.

TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses personal data of Customer as controller as set out and in accordance with the Product Privacy Policy available for download under link. Additionally, TeamViewer acts as processor for Customer’s personal data as set out and in accordance with the terms and conditions of the data processing agreement contained under C.

Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that TeamViewer owns all rights in and is free to use any such non-personal or anonymous data in any way it deems fit for development, diagnostic, corrective as well as marketing or any other purposes.

9. Limitation of liability

9.1. Exclusion in certain cases.

TeamViewer shall be liable for damages in accordance with the statutory provisions, if such damages

(i) have been caused by TeamViewer intentionally or grossly negligently, or

(ii) have been caused by TeamViewer by slight negligence and are due to breaches of duty which jeopardize the fulfilment of the purpose of the Contract, or due to a breach of duties the fulfilment of which would make the proper performance of the Contract possible in the first place and in the fulfilment of which the Customer may trust (breach of material obligations).

Any further liability of TeamViewer shall be excluded irrespective of the legal basis, unless TeamViewer is mandatorily liable in accordance with the law, in particular due to injury to life, body or health of an individual, due to the provision of an express warranty, fraudulent concealment of a defect or due to the provisions of the German Product Liability Act.

9.2. Limitation of the amount.

In the case of section 9.1 sentence 1 (ii) (slightly negligent breach of material obligations), TeamViewer shall only be subject to limited liability for damages that can be typically expected in the case of a contract of this type.

9.3. Limitation of liability in case of Freemium Software.

In deviation from sections 9.1 and 9.2, TeamViewer’s liability for damages caused during a provision and use of Freemium Software the provisions on lending (section 598 et seq. BGB), shall take precedence, i.e., in particular, the provisions that TeamViewer’s liability for defects shall be limited to fraud in accordance with section 600 BGB, that liability in accordance with section 599 BGB shall be limited to intent and gross negligence and that the shortened limitation period of six months in accordance with section 606 BGB shall apply.

9.4. Employees and agents of TeamViewer.

The limitations of liability pursuant to sections 9.1 to 9.3 shall also apply to claims against employees or agents of TeamViewer.

10. Final provisions

10.1. Changes to the EULA.

TeamViewer shall be entitled to amend this EULA upon no less than four (4) weeks prior notice to Customer. Unless Customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the amendment shall be deemed accepted by Customer. If, on the other hand, Customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the Contract shall be continued under the existing terms without giving effect to such amendment.

10.2. Communication via email.

Unless otherwise specified in the Contract, any notifications and declarations in connection with the Contract may also be made by email. To this end, TeamViewer may use the email address the Customer provided upon registration or in the TeamViewer account. The Customer shall be responsible for checking its emails regularly and, if necessary, updating its email address. TeamViewer’s contact information is available under link.

10.3. Applicable law.

The Contract and any disputes in connection with it shall be exclusively governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

10.4. Place of jurisdiction.

The exclusive place of jurisdiction shall be Stuttgart, Germany. TeamViewer shall still be entitled to file a suit at the Customer’s domicile.

10.5. Severability; waiver.

If any provision of the Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of the Contract shall remain in full force and effect. A waiver of any breach or default under the Contract shall not constitute a waiver of any other subsequent breach or default.

Part II
Supplementary provisions regarding Subscription

11. User fee, price changes and late payment in case of Subscription

11.1. User fee.

During the term of the Contract, the Customer shall pay TeamViewer the recurring user fee specified in the Order for the rights of use to the Software and the provision of the Services.

11.2. Due date.

Unless otherwise specified in the Order, all fees shall be due upon invoicing.

11.3. Changes of the scope of use.

Customer shall have the right at any time to increase the ordered scope of use or to switch to a higher service package by entering into an additional Order. Any reduction in use or a switch to a lower package, however, shall only be available at the expiration of the then applicable term (cf. section 13.1). In the case of an increase of the scope of use during the Initial Term or a Renewal Term, the additional fees shall be invoiced on a pro rata basis based on TeamViewer’s then current applicable price lists.

11.4. Invoicing.

Unless otherwise specified in the Order, TeamViewer shall invoice the user fee at the beginning of the Contract and subsequently at the beginning of each Renewal Term. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) – if such an account has been created – through an upload into the Customer’s TeamViewer account and/or the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewer’s applicable price list.

11.5. Payment methods.

The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) can be selected during the ordering process. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date.

11.6. Prices, fees, and tax.

The Customer shall be required to pay all fees and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such fees do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all such taxes. Bank and credit card charges shall be borne by the Customer. All fees and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

11.7. Price changes.

TeamViewer shall be entitled to reasonably increase the user fee effective as of the end of the Initial Term or any Renewal Term. TeamViewer must announce the increase at least 28 calendar days beforehand. The Customer may object to the increase within 14 calendar days of the announcement, in which case the Contract shall be terminated at the end of the respective Initial Term or Renewal Term. If the Customer does not object, this shall be deemed as his consent to the increase. TeamViewer shall inform the Customer in its notification about this effect of non-objection.

11.8. Late payment.

The statutory provisions, in particular sections 286 and 288 BGB, shall apply to the occurrence of default and default interest. In addition, the following provisions shall apply:

(i) Reminder fee. In the case of a second payment reminder, TeamViewer shall be entitled to charge a suitable reminder fee.

(ii) Suspension in case of default. If the Customer defaults on the payment of the user fee, TeamViewer shall be entitled to suspend the Server Services temporarily (“Suspension”). However, TeamViewer shall warn the Customer of the Suspension reasonably in advance, e.g. via email or notifications in the Software. The Suspension shall not take place or respectively be stopped once the Customer has made his payment in full. During the Suspension period, no connections can be established from and to the installations of the Customer’s Software. The Customer’s obligation to pay the user fee shall continue to be in effect during the Suspension period.

(iii) Termination in case of default. TeamViewer may terminate the Contract if the Customer defaults on the payment of the user fee and fails to cure the breach within fifteen (15) days of receiving notice from TeamViewer. Termination is in addition to (and not in lieu of) any other rights and remedies available to TeamViewer hereunder or at law.

12. Warranty claims (warranty) in case of Subscription

12.1. Freedom from defects, quality and features.

TeamViewer shall provide the Software free from any defects in quality and title and maintain it in a condition suitable for the contractual use during the term of the Contract.

12.2. Restrictions.

The obligation to preserve the Software pursuant to section 12.1. above does not include the right to (i) any adaptation of the Software to new operating systems or new operating system versions, (ii) the adaptation of the Software to the scope of functions of competing products, (iii) the establishment of compatibility with new data formats or Releases (cf. sections 5.2 and 5.3) or (iv) the provision of any functionality which is no longer supported by TeamViewer.

12.3. Elimination of errors and defects.

The Customer shall report any errors and defects in the Software or the Server Services preferably via the web portal provided by TeamViewer under link and shall, as far as this is possible and can be reasonably expected, explain the circumstances of the occurrence of the errors/ defects in more detail (e.g. screenshots, protocol data). TeamViewer shall eliminate errors/defects within a reasonable period of time. TeamViewer will be able to eliminate errors/defects in the form of updates and/or Releases as long as the contractual scope of function is retained, and the transfer does not lead to significant disadvantages. Installation expenses shall be borne by the Customer. In addition, TeamViewer shall be entitled to show the Customer temporary ways for circumventing the errors/defects and eliminate the errors/defects at a later point in time through the adaptation of the Software or the Server Services, if the Customer can reasonably be expected to accept such a temporary solution.

12.4. Termination.

A termination by the Customer in accordance with section 543 para. 2 sentence 1 no. 1 BGB due to the non-permission of the use in conformity with the Contract shall only be admissible if TeamViewer had been given enough opportunities to eliminate the error/shortcoming and has failed to do so or the subsequent performance was unsuccessful.

12.5. Initial impossibility.

The strict liability for initial defects in accordance with section 536a para. 1, alternative 1 BGB shall be excluded. This shall not affect any fault-based liability.

12.6. Limitation period.

Warranty claims shall expire within twelve (12) months. This shall not apply to warranty claims for which TeamViewer is inevitably liable in accordance with the law (e.g. in case of fraud, cf. section 9.1 sentence 2).

12.7. Statutory provisions.

13. Term and termination in case of Subscription

13.1. Term and ordinary termination.

Unless otherwise specified in the Order, the Contract has an initial term of twelve (12) months (“Initial Term”) and shall subsequently be renewed automatically for additional periods of twelve (12) months (each a “Renewal Term”), unless either party notifies the other party no less than twenty eight (28) days prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Contract.

13.2. Extraordinary termination.

TeamViewer shall be entitled to extraordinarily terminate the Contract for breach in case of section 11.8. (iii) as well as in case of section 3.2 of the DPA (cf. C. below).
Either party’s right to terminate for good cause remains unaffected.

13.3. Termination notice.

Unless otherwise specified above, termination does not require a notice period. Termination must be made in writing (signed letter, telefax) or in text form (e.g. email). The Customer shall address its termination notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Göppingen, Germany or respectively to sales@teamviewer.com. TeamViewer may also terminate a Contract by means of a respective notification within the Software.

13.4. Consequences of the termination of the Contract.

Upon termination or expiration of the Contract, the Customer shall delete the Software from its computers and refrain from any further use of the Software. Upon the termination or expiration of the Contract, the Customer shall no longer have access to the data stored by Customer in the Software, the TeamViewer account and the TeamViewer Management Console. The Customer shall be solely responsible for exporting the data – as far as possible – prior to the termination or expiration of the term of the Contract by means of the Software functions and to store it for further use. TeamViewer shall not be obligated to any further release of data. Upon termination or expiration of the Contract, TeamViewer shall delete the Customer’s data that is processed for the purpose of performance of the Contract, unless TeamViewer is obligated by law to store it. If a deletion is only possible with unreasonable efforts (e.g. in backups), TeamViewer shall be entitled to restrict the processing of such data. This shall not affect TeamViewer’s right to use non-personal or anonymous data in accordance with section 8.2.

Part III
Supplementary provisions regarding Perpetual licenses

14. Price and late payment in case of a Perpetual license

14.1. Price.

The Customer shall pay TeamViewer the fees specified in the Order.

14.2. Due date.

Unless otherwise specified in the Order, all fees shall be due upon invoicing.

14.3. Invoicing.

Unless otherwise specified, TeamViewer shall invoice the fee immediately upon the parties entering into the Contract. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) – if such an account has been created – through an upload into the Customer’s TeamViewer account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewer’s then current applicable price list.

14.4. Payment methods.

The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) may be offered by TeamViewer as well. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date.

14.5. Prices, fees, and tax.

The Customer shall be required to pay all fees and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such fees do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all taxes. Bank and credit card charges shall be borne by the Customer. All fees and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

14.6. Late payment.

Section 11.8. above shall also apply to any Perpetual licenses to the Software.

15. Warranty claims (warranty) in case of Perpetual licence

15.1. Freedom from defects and quality.

TeamViewer shall provide the Software free from any defects in quality and title.

15.2. Elimination of errors and defects.

The Customer shall report any errors and defects in the Software or the Server Services preferably via the web portal provided by TeamViewer under link and shall, as far as this is possible and can be reasonably expected, explain the circumstances of the occurrence of the errors/defects in more detail (e.g. screenshots, protocol data). TeamViewer shall eliminate errors/defects within a reasonable period of time. TeamViewer may eliminate errors/defects in the form of Releases as long as the contractual scope of function is retained and the transfer does not lead to significant disadvantages. Installation expenses shall be borne by the Customer. In addition, TeamViewer shall be entitled to show the Customer temporary ways for circumventing the errors/defects and may eliminate the errors/defects at a later point in time through the adaptation of the Software or the Server Services, if the Customer can reasonably be expected to accept such a temporary solution. The Customer may assert rescission and reduction rights only if the subsequent performance was unsuccessful.

15.3. Restrictions.

The obligation pursuant to section 15.1. above does not include the right to (i) any adaptation of the Software to new operating systems or new operating system versions, (ii) the adaptation of the Software to the scope of functions of competing products, (iii) the establishment of compatibility with new data formats or Releases (cf. sections 5.2 and 5.3) or (iv) the provision of any functionality which is no longer supported by TeamViewer.

15.4. Limitation period.

Warranty claims shall expire within twelve (12) months from provision of the Software for download. This shall not apply to warranty claims for which TeamViewer is inevitably liable in accordance with the law (e.g. in case of fraud, cf. section 9.1 sentence 2).

15.5. Inspection and notification obligation.

Section 377 BGB shall apply.

15.6. Statutory provisions.

16. Term and termination in case of a Perpetual license.

Unless otherwise specified in the Order, the Contract runs for an indefinite period of time. TeamViewer shall be entitled to extraordinarily terminate the Contract in a case of section 11.8(iii) as well as in case of section 3.2 of the DPA (cf. C. below). Either party shall be entitled to terminate the Contract for good cause. Sections 13.3 and 13.4 shall apply accordingly.

Part Part IV
Supplementary provisions regarding Freemium Software

17. Product Specification in case of Freemium Software.

A key element of and part of the Product Specification for the Freemium Software is the display and receipt of personalized marketing messages in the Software as well as the processing of personal data necessary to provide such personalization.

18. Server Services in case of Freemium Software.

In case of Freemium Software, the Customer has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time.

19. Term and termination in case of Freemium Software.

The Contract shall enter into effect upon its conclusion and be concluded for an unlimited period of time. Either party may terminate the Contract at any time without giving reasons or notice.

If the Customer wishes to opt-out of receiving personalized marketing messages, any such declaration shall be interpreted as a termination of the Contract and the Customer shall have no right to use the Freemium Software thereafter. If, however, the Customer continues to use the Freemium Software after providing such a declaration, the continued use shall be understood as acceptance of and be governed by the terms of this EULA (including, for the avoidance of doubt, section 17 above).

Either party’s right to terminate for good cause remains unaffected. Sections 13.3 and 13.4 shall apply accordingly.

B

Part I of this EULA contains the general provisions, Part II shall apply to any temporary, i.e. term- or subscription-based licenses to use Software (“Subscription”) while Part III shall apply to any perpetual Software licenses (“Perpetual”) and Part IV to any free-of-charge version of the Software (“Freemium Software”).

Part I
General provisions

1. General content of the contract

1.1. Parties and subject matter.

The provisions of this End User License Agreement (EULA) shall govern the relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Göppingen, Germany (“TeamViewer”) and its customers (“Customer”) with respect to the licensing by TeamViewer of certain of its software and the provision by TeamViewer of certain services. Accordingly, subject to the terms and conditions of this EULA, TeamViewer may provide Customer with (i) certain software installed on computers of the Customer as well as accessed and used via web browser, and apps for mobile terminals (e.g. iOS, Android) that enable the remote maintenance of computers, video based remote assistance and the performance of online meetings including diverse features (collectively “Software”), (ii) servers for the establishment of encrypted connections (handshake) and for the forwarding of data packets (routing) in connection with the use of the Software (“Server Services”), and (iii) related support services (“Support Services”). The Server Services and the Support Services are collectively referred to herein as “Services”.

1.2. Formation and content of the contract for Subscription and Perpetual licenses.

A paid contract pursuant to this EULA for Subscription and Perpetual Software licenses shall be formed, if (i) the Customer consummates the web-based order process on the TeamViewer website (www.teamviewer.com) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” or similarly named button after having accepted this EULA, or if (ii) the Customer and TeamViewer sign a written order form which references this EULA, or if (iii) the Customer orders by phone and receives an order confirmation attaching the EULA by e-mail. Details regarding the contract (e.g. selected Software, scope of functions, price, term, Services, etc.), will be set forth in the options selected by the Customer from the specifications provided by TeamViewer during the ordering process, or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Paid Contract”).

1.3. Formation and content of the contract for Freemium Software.

A free-of-charge contract pursuant to this EULA shall also be formed between TeamViewer and the Customer if the Customer downloads the Freemium Software, configures the type of use and installs the Freemium Software after having accepted this EULA (hereinafter referred to as the “Freemium Contract”, and a Freemium Contract or Paid Contract, referred to as a “Contract”).

1.4. Trial Use.

Prior to entering into a Paid Contract, TeamViewer may provide the Customer with the opportunity of a trial use for the Software and the Server Services during a defined trial use period (the “Trial Use”). TeamViewer also provides the Customer with a limited Trial Use license if the Customer installs the Freemium Software and declares that its use of the Software is (at least partly) for commercial purposes. For any Trial Use, this EULA shall also apply.

1.5. No deviating provisions.

The Contract, including all Orders thereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, unless TeamViewer has explicitly approved such terms and conditions in writing. This requirement of explicit approval applies in any case, regardless of whether TeamViewer provides Software or Services to the Customer in knowledge of the Customer’s general terms and conditions without explicitly objecting to them.

1.6. Test period.

If an Order provides for a test period, the Customer may terminate the Paid Contract (and its Order) for the Software within seven (7) calendar days of the conclusion of the Paid Contract. In such a case, the Customer shall be provided with a refund of any prepaid, unused fees (if any) paid to TeamViewer for the applicable Software that is subject to the test period.

2. Product specification, activation, and lifecycle of the Software

2.1. Product specification.

The functions of the Software and a description of any Services are set forth and described in the product description available in the TeamViewer web shop and on the applicable Order (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software and the Services; any other oral or written statements of TeamViewer shall not be relevant. Some features and functions of the Software or Services provided by TeamViewer may include or depend on certain third-party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited by TeamViewer.

2.2. Provision, installation and configuration of the Software.

TeamViewer shall provide the Software to the Customer for electronic download. The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

2.3. Activation of Subscription or Perpetual license.

After completing the Order for a Subscription or Perpetual license, the Customer shall receive (i) a license key or (ii) an activation link for the activation of the license. Once the license key has been entered or activated, the rights of use and functionalities in accordance with the Contract shall be available to the Customer.

2.4. Software Lifecycle Policy.

Use of the Software shall be subject to TeamViewer’s Software Lifecycle Policy available for download under link.

3. Software rights of use

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customer’s computers within the limits of the scope of use specified in the Order and/or this EULA. Notwithstanding the aforesaid, Customer shall be entitled to sublicense the Software in accordance with the applicable scope of Software functions (channel grouping).

3.2. Term of use.

In case of a Subscription, the rights of use granted under the Contract shall be limited in time to the term specified in the applicable Order (cf. section 14 below).

3.3. Scope of use for fee-based licenses of the Software.

Fee-based licenses of the Software – Subscription as well as Perpetual – are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Contract. If the Customer obtains the right to use the Software for commercial use, then the Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

3.4. Scope of use for Freemium Software.

The use of the Freemium Software is solely permitted for the Customer’s own, private, non-commercial purposes (e.g. free computer support for a spouse/partner). The use of the Freemium Software for the exercise of the Customer’s own trade or profession or the use for purposes for which the Customer directly or indirectly receives compensation (e.g. team work with colleagues, free support provided to third parties which have bought software of the Customer) does not qualify as private use.

3.5. Unauthorized use.

Any use of the Software exceeding the contractually agreed scope of usage is expressly prohibited.

3.6. Source code.

The rights of use granted shall not include any rights to the source code of the Software.

3.7. Prohibited use.

The rights granted pursuant to this EULA shall not include and the Customer shall not be entitled to and shall not allow a third party to (i) attempt to circumvent any technical devices of the Software that are directed at, or have the effect of, enforcing the terms of the EULA; (ii) modify, create derivative works, translate, decompile or create or attempt to create, by reverse engineering or otherwise, the source code or the object code of the Software; (iii) use the Software under any circumstance whatsoever directly or indirectly in a computer service business or service bureau or in a rental or commercial timesharing arrangement; (iv) remove, modify or obscure any copyright, trade secret, confidentiality, trademark, service mark or other proprietary rights, serial number, notice, legend or similar on any copy of the Software, or related data, manuals, documentation or other materials; (v) market, sell, lend, rent, lease, or otherwise distribute, the Software or give or provide it to third parties beyond the right to sublicense the Software in accordance with section 3.1 sentence 2; or (vi) except as otherwise expressly provided herein, assign, sublicense or otherwise transfer any rights in or to the Software. Customer recognizes and agrees that there is no adequate remedy at law for a breach of this section 3.7 and that such breach would irreparably harm TeamViewer for which monetary damages would not be an adequate remedy and that TeamViewer is entitled, in addition to its other rights and remedies, to equitable relief.

3.8. Reservation of rights.

As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any new Versions thereof provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.9. Usage analyses, right to audit and self-declaration.

TeamViewer may analyse the Customer’s use of the Software and Services for security reasons as well as for product improvement, license auditing and/or marketing purposes. To that end, TeamViewer may, at its sole discretion, also implement technical measures regarding the functionality of the Software and the Server Services to assess whether the Customer’s usage pattern is in line with the indicated usage purpose and thus with the chosen license type and to detect whether the contractually agreed scope of use is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use and/or usage pattern.

4. Services provided by TeamViewer

4.1. Server Services.

For the establishment of encrypted remote communication connections between different users of the Software, the Software must communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data in the context of a session (e.g. online meeting or remote maintenance) that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

TeamViewer provides the Customer with the Server Services subject to the conditions set out in this EULA. It is not part of the Server Services to safeguard an interruption- and latency-free end-to-end connection between different users of the Software. The Customer acknowledges that the Server Services may be unavailable or include latency from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. Additionally, the Customer acknowledges that the end-to-end connection between different users of the Software is dependent on the Customer’s internet connection to the data center as well as the Customer’s use of hardware and software (e.g. PC, operating system) in compliance with system requirements for the Software (pursuant to section 7.4), all of which shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by Customer.

4.2. Support Services.

TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services.

5. Documentation, Releases, Versions, interfaces, conference numbers.

5.1. Documentation.

TeamViewer shall provide a PDF manual retrievable online in German and English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under link. As between the parties, TeamViewer retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

5.2. Minor Releases.

TeamViewer may, at its sole discretion, elect to offer minor releases of the Software for download (“Minor Releases”). The new Software version which contains the Minor Release (“Minor Release Version”) may be marked by TeamViewer – in its sole discretion – by a change in the number behind the main version number (e.g. version XX.1, XX.2). Minor Release Versions may contain the correction of errors, security patches as well as minor improvements of functions (e.g. optimizations in the program execution speed) TeamViewer shall have no obligation to provide Minor Release Versions of the Software. If, however, TeamViewer does elect to provide Minor Release Versions of the Software then any Customer shall be obligated by way of a contributory duty to update the Software at its own cost to the then-current Minor Release Version of the Software as soon as reasonably practicable. All rights of use set forth herein that are applicable to the Software shall also apply to Minor Releases.

5.3. Major Releases.

TeamViewer may, at its sole discretion, also elect to offer major releases of the Software for download (“Major Releases”, Minor Releases and Major Releases, both a “Release”), usually comprising more extensive modifications of the Software functions. The new Software version which contains the Major Release (“Major Release Version”, Minor Release Versions and Major Release Versions, both a “Version”) may be marked by TeamViewer – in its sole discretion – by a change of the main version number (e.g. version XX, YY). TeamViewer shall not be obligated to provide any Major Release Versions of the Software. In the event that TeamViewer elects to provide a Major Release Version of the Software, TeamViewer may require the Customers of Perpetual licenses to pay an additional fee for use of such new Major Release Version. The Customers of Subscription licenses and Freemium Software shall be obligated by way of a contributory duty to upgrade to the new Major Release Version as soon as reasonably practicable. All rights of use set forth herein that are applicable to the Software shall also apply to Major Releases.

5.4. Programming interfaces.

At TeamViewer’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change or switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of the Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

5.5. Telephone conference number.

If, in the context of its services, TeamViewer provides a telephone conference number for dialling in as an alternative to the audio conference function of the Software, the provider of the respective telecommunication service (and not TeamViewer) shall be the owner of the telephone connection of the respective number. The use of the telephone conference number shall be subject to a separate fee and is not included in the user fee pursuant to the Contract. If applicable, the invoicing shall be performed by the telephone provider of the participant.

6. Changes to the Software or Services.

TeamViewer may change the Software in the context of updates and/or Releases as well as the Server Services (including the system requirements) for good cause. Such good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changes to applicable technical framework conditions (new encryption standards), or (iii) the protection of the system security.

7. Obligations and duties of the Customer

7.1. Lawful use.

The Customer shall use the Software and the Server Services only in accordance with the provisions of the Contract and in accordance with laws and regulations applicable to such use and shall not infringe any third-party rights in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions.

7.2. Export controls and economic sanctions.

Customer acknowledges that the Software and related technical data as well as the Services (collectively “Controlled Technology”) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party (as defined below); (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions (as defined below) and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Section 7.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

“Restricted Party” means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

7.3. U.S. GOVERNMENT RESTRICTED RIGHTS.

The Software is deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 “Commercial Computer Licensed Software – Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Licensed Software or Commercial Computer Licensed Software Documentation”, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government shall be solely in accordance with the terms of the Contract.

7.4. System requirements.

The requirements for the Customer’s software and hardware are specified in the manuals and the Product Specification (cf. sections 2.1 and 5.1). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these system requirements.

8. Confidentiality and data protection

8.1. Confidentiality.

The products offered by TeamViewer, including the Software, the Services and all manuals, data, documentation, and other materials provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance with the Contract.

8.2. Data protection.

TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses personal data of Customer as controller as set out and in accordance with the Product Privacy Policy available for download under link. Additionally, TeamViewer acts as processor for Customer’s personal data as set out and in accordance with the terms and conditions of the data processing agreement contained under C.

Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that TeamViewer owns all rights in and is free to use any such non-personal or anonymous data in any way it deems fit for development, diagnostic, corrective as well as marketing or any other purposes.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS BE LIABLE TO CUSTOMER FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS CONTRACT, EVEN IF TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS HAS BEEN ADVISED SUCH DAMAGES MIGHT OCCUR. IN NO CASE SHALL TEAMVIEWER’S LIABILITY EXCEED THE FEES CUSTOMER PAID FOR THE SOFTWARE OR SERVICES GIVING RISE TO THE CLAIM DURING THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT TEAMVIEWER’S LIABILITY TO CUSTOMER FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS EULA WILL APPLY REGARDLESS OF WHETHER OR NOT CUSTOMER ACCEPTS THE SOFTWARE, SERVICES OR ANY UPDATES, OR NEW VERSIONS.

10. Indemnification

10.1. Indemnification by Customer.

Customer shall indemnify, defend and hold TeamViewer, its affiliates, officers, directors, shareholders, employees, agents and assigns harmless from and against any and all liabilities, losses, costs, expenses, settlement amounts, and damages (including reasonable attorneys’ fees) incurred by TeamViewer arising out of any suit or proceeding by a third party arising from Customer’s use of the Software or Customer’s breach of any representation, warranty, covenant or obligation of Customer under the Contract.

10.2. Process.

TeamViewer shall promptly notify the other party in writing of any action for which TeamViewer believes it is entitled to be indemnified pursuant to section 10.1, as applicable. If TeamViewer is named a party in any judicial, administrative or other proceeding arising out of or in connection of any breach of any provision of this EULA, a negligent or wrongful act, and/or a violation of any applicable law, TeamViewer will have the option at any time to either

(i) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case the Customer will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals or

(ii) to hand over its defense to the indemnifying party, in which case the indemnifying party will provide qualified attorneys, consultants, and other appropriate professionals to represent the party seeking interests at the Customer’s expense. TeamViewer will have the sole right and discretion to settle, compromise or otherwise resolve any and all claims, causes of actions, liabilities or damages against it, notwithstanding that TeamViewer may have tendered its defense to the Customer. Any such resolution will not relieve the party of its obligation to indemnify the other party under this section 10.

11. Final provisions

11.1. Changes to the EULA.

TeamViewer shall be entitled to amend this EULA upon no less than four (4) weeks prior notice to Customer. Unless Customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the amendment shall be deemed accepted by Customer. If, on the other hand, Customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the Contract shall be continued under the existing terms without giving effect to such amendment.

11.2. Communication via email.

Unless otherwise specified in the Contract, any notifications and declarations in connection with the Contract may also be made by email. To this end, TeamViewer may use the email address the Customer provided upon registration or in the TeamViewer account. The Customer shall be responsible for checking its emails regularly and, if necessary, updating its email address. TeamViewer’s contact information is available under link.

11.3. Applicable law.

The Contract and any disputes in connection with it shall be exclusively governed by the laws of the State of New York, United States of America, excluding the United Nations Convention on Contracts for the International Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law.

11.4. Place of jurisdiction.

TeamViewer and Customer unconditionally and irrevocably consent to the exclusive jurisdiction of the federal and/or state courts located in New York County, New York with respect to any action, suit or proceeding arising out of or relating to the Contract or the transactions contemplated hereby and the parties waive any objection with respect to such courts for the purpose of any such action, suit or proceeding.

11.5. Severability; waiver.

If any provision of the Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of the Contract shall remain in full force and effect. A waiver of any breach or default under the Contract shall not constitute a waiver of any other subsequent breach or default.

Part II
Supplementary provisions regarding Subscription

12. User fee, price changes and late payment in case of Subscription

12.1. User fee.

During the term of the Contract, the Customer shall pay TeamViewer the recurring user fee specified in the Order for the rights of use to the Software and the provision of the Services. The Customer acknowledges and agrees that the payment shall be collected and processed by TeamViewer US, LLC on behalf of TeamViewer GmbH depending on the geography:

(i) If the main seat of the Customer or its residence is outside the United States, payments shall be collected and processed by TeamViewer GmbH, Jahnstr. 30; 73037 Göppingen, Germany, +49 7161 305896455;

(ii) If the main seat of the Customer or its residence is in the United States, payments shall be collected and processed by TeamViewer US LLC, 5741 Rio Vista Drive, Largo, FL 33760, +1 (800) 638 0253.

12.2. Due date.

Unless otherwise specified in the Order, all fees shall be due upon invoicing.

12.3. Changes of the scope of use.

Customer shall have the right at any time to increase the ordered scope of use or to switch to a higher service package by entering into an additional Order. Any reduction in use or a switch to a lower package, however, shall only be available at the expiration of the then applicable term (cf. section 14.1). In the case of an increase of the scope of use during the Initial Term or a Renewal Term, the additional fees shall be invoiced on a pro rata basis based on TeamViewer’s then current applicable price lists.

12.4. Invoicing.

Unless otherwise specified in the Order, TeamViewer shall invoice the user fee at the beginning of the Contract and subsequently at the beginning of each Renewal Term. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) – if such an account has been created – through an upload into the Customer’s TeamViewer account and/or the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewer’s applicable price list.

12.5. Payment methods.

The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) can be selected during the ordering process. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date.

12.6. Prices, fees, and tax.

The Customer shall be required to pay all fees and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such fees do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all such taxes. Bank and credit card charges shall be borne by the Customer. All fees and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

12.7. Price changes.

TeamViewer shall be entitled to increase the user fee effective as of the end of the Initial Term or any Renewal Term by providing Customer with no less than sixty (60) days prior notice of such price increase.

12.8. Late payment.

(i) Interest Charge. TeamViewer may charge Customer a finance charge in an amount equal to the lesser of one and one-half percent (1.50%) per month or the maximum legal interest rate allowed by law on all undisputed balances for which payment has not been timely received.

(ii) Suspension in case of default. If the Customer defaults on the payment of the user fee, TeamViewer shall be entitled to suspend the Server Services temporarily (“Suspension”). However, TeamViewer shall warn the Customer of the Suspension reasonably in advance, e.g. via email or notifications in the Software. The Suspension shall not take place or respectively be stopped once the Customer has made his payment in full. During the Suspension period, no connections can be established from and to the installations of the Customer’s Software. The Customer’s obligation to pay the user fee shall continue to be in effect during the Suspension period.

(iii) Termination in case of default. TeamViewer may terminate the Contract if the Customer defaults on the payment of the user fee and fails to cure the breach within fifteen (15) days of receiving notice from TeamViewer. Termination is in addition to (and not in lieu of) any other rights and remedies available to TeamViewer hereunder or at law or in equity.

13. Warranty claims (warranty) in case of Subscription

13.1. Warranty.

TeamViewer warrants that during the term of any Subscription, the Software and Server Services will conform, in all material respects, with the applicable Product Specification. TeamViewer does not warrant that it will be able to correct all reported defects or that use of the Software and Server Services will be uninterrupted or error free. TeamViewer makes no warranty regarding features or services provided by third parties. For any breach of the above warranty, TeamViewer will, at no additional cost to Customer, provide remedial services necessary to enable the Software and Server Services to conform to the warranty. Customer will provide TeamViewer with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. Such re-performance shall be Customer’s exclusive remedy and TeamViewer’s sole liability for any breach of said warranty. If, however, after repeated efforts, TeamViewer is unable to remedy such defect in any Software or Server Services, then Customer’s sole remedy and TeamViewer’s entire liability shall be to terminate the Contract in which case TeamViewer will refund to Customer any prepaid, unused amounts (if any) previously paid by Customer to TeamViewer for the Software and Server Services applicable to the unexpired portion of the remainder of the term of the Subscription. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication. THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR TEAMVIEWER’S BREACH OF THIS WARRANTY.

13.2. Restrictions.

The limited obligation pursuant to section 13.1. above does not include the right to (i) any adaptation of the Software to new operating systems or new operating system versions, (ii) the adaptation of the Software to the scope of functions of competing products, (iii) the establishment of compatibility with new data formats or Releases (cf. sections 5.2 and 5.3) or (iv) the provision of any functionality which is no longer supported by TeamViewer.

13.3. Disclaimer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN THIS SECTION 13 ARE CUSTOMER’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE OR ANY SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.

14. Term and termination in case of Subscription

14.1. Term and ordinary termination.

Unless otherwise specified in the Order, the Contract has an initial term of twelve (12) months (“Initial Term”) and shall subsequently be renewed automatically for additional periods of twelve (12) months (each a “Renewal Term”), unless either party notifies the other party no less than twenty eight (28) days prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Contract.

14.2. Termination for Breach.

Either Party may terminate the Contract in the event of a material breach of the Contract by the other party that is not cured within thirty (30) days of written notice thereof from the other party (provided that Customer shall only have fifteen (15) days to cure any payment breach).

14.3. Termination notice.

Unless otherwise specified above, termination does not require a notice period. Termination must be made in writing (signed letter, telefax) or in text form (e.g. email). The Customer shall address its termination notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Göppingen, Germany or respectively to sales@teamviewer.com. TeamViewer may also terminate a Contract by means of a respective notification within the Software.

14.4. Consequences of the termination of the Contract.

Upon termination or expiration of the Contract, the Customer shall delete the Software from its computers and refrain from any further use of the Software. Upon the termination or expiration of the Contract, the Customer shall no longer have access to the data stored by Customer in the Software, the TeamViewer account and the TeamViewer Management Console. The Customer shall be solely responsible for exporting the data – as far as possible – prior to the termination or expiration of the term of the Contract by means of the Software functions and to store it for further use. TeamViewer shall not be obligated to any further release of data. Upon termination or expiration of the Contract, TeamViewer shall delete the Customer’s data that is processed for the purpose of performance of the Contract, unless TeamViewer is obligated by law to store it. If a deletion is only possible with unreasonable efforts (e.g. in backups), TeamViewer shall be entitled to restrict the processing of such data. This shall not affect TeamViewer’s right to use non-personal or anonymous data in accordance with section 8.2.

Part III
Supplementary provisions regarding Perpetual licenses

15. Price and late payment in case of a Perpetual license

15.1. Price.

The Customer shall pay TeamViewer the fees specified in the Order.

15.2. Due date.

Unless otherwise specified in the Order, all fees shall be due upon invoicing.

15.3. Invoicing.

Unless otherwise specified, TeamViewer shall invoice the fee immediately upon the parties entering into the Contract. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) – if such an account has been created – through an upload into the Customer’s TeamViewer account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewer’s then current applicable price list.

15.5. Prices, fees, and tax.

The Customer shall be required to pay all fees and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such fees do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all taxes. Bank and credit card charges shall be borne by the Customer. All fees and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

15.6. Late payment.

Section 12.8. above shall also apply to any Perpetual licenses to the Software.

16. Warranty claims (warranty) in case of Perpetual licence

16.1. Warranty.

TeamViewer warrants that the Software, as delivered by TeamViewer and when used in accordance with the Documentation (cf. section 5.1), will substantially conform to the applicable Product Specification for a period of ninety (90) days from delivery. If the Software does not comply with this warranty and such non-compliance is reported by Customer to TeamViewer within the ninety (90) day warranty period, TeamViewer will do one of the following, selected at TeamViewer’s reasonable discretion: either (i) repair the Software, (ii) replace the Software with software of substantially the same functionality, or (iii) terminate the Contract and refund the relevant fees paid for such non-compliant Software. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication. THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR TEAMVIEWER’S BREACH OF THIS WARRANTY.

16.2. Restrictions.

The limited obligation pursuant to section 16.1. above does not include the right to (i) any adaptation of the Software to new operating systems or new operating system versions, (ii) the adaptation of the Software to the scope of functions of competing products, (iii) the establishment of compatibility with new data formats or Releases (cf. sections 5.2 and 5.3) or (iv) the provision of any functionality which is no longer supported by TeamViewer.

16.3. Disclaimer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN THIS SECTION 15 ARE CUSTOMER’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE OR ANY SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.

Part IV
Supplementary provisions regarding Freemium Software

17. Product Specification in case of Freemium Software.

A key element of and part of the Product Specification for the Freemium Software is the display and receipt of personalized marketing messages in the Software as well as the processing of personal data necessary to provide such personalization.

18. Server Services in case of Freemium Software.

In case of Freemium Software, the Customer has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time.

19. Term and termination in case of Freemium Software.

The Contract shall enter into effect upon its conclusion and be concluded for an unlimited period of time. Either party may terminate the Contract at any time without giving reasons or notice.

If the Customer wishes to opt-out of receiving personalized marketing messages, any such declaration shall be interpreted as a termination of the Contract and the Customer shall have no right to use the Freemium Software thereafter. If, however, the Customer continues to use the Freemium Software after providing such a declaration, the continued use shall be understood as acceptance of and be governed by the terms of this EULA (including, for the avoidance of doubt, section 17 above).

Either party’s right to terminate for good cause remains unaffected. Sections 14.3 and 14.4 shall apply accordingly.

20. No warranty for Freemium Software

If TeamViewer provides Freemium Software, the Freemium Software and the related Server Services are provided “AS IS” without warranty of any kind.

C

1. GENERAL

For the data processing activities described in Annex 1 for which TeamViewer acts as the Customer’s data processor, the parties, until further notice, agree on the following regulations concerning commissioned (data) processing, which supplement the EULA (the “DPA”).

2. RIGHTS AND OBLIGATIONS OF TEAMVIEWER

2.1 Compliance with Applicable Laws.

The obligations of TeamViewer shall arise from this DPA and the applicable laws. The applicable laws shall particularly include the German Federal Data Protection Act (Bundesdatenschutzgesetz – “BDSG”) and the General Data Protection Regulation (“GDPR”).

2.2 Processing on Instructions Only.

To the extent this DPA is applicable, TeamViewer shall only process personal data on documented instructions from the Customer mutually agreed by the parties in the EULA and the Order. Customer may issue additional instructions to the extent required in order to comply with the applicable data protection laws.

2.3 Obligation of Confidentiality.

TeamViewer shall ensure and provide verification upon request that those persons authorized to process personal data have committed themselves to confidentiality, unless they are subject to a statutory obligation of confidentiality.

2.4 Security Measures Pursuant to Art. 32 GDPR

2.4.1 Principle. TeamViewer declares that it will implement the necessary measures for the security of processing according to Art. 32 of the GDPR (collectively, the “Security Measures”).

2.4.2 Scope. For the concrete commissioned processing, a level of security appropriate to the risk for the rights and freedoms of the natural persons who are the subject of the processing shall be guaranteed. In this regard, the protection objectives of Art. 32(1) of the GDPR, especially the confidentiality, integrity, availability and resilience of the processing systems and services in terms of the nature, scope, context and purposes of the processing shall be taken into account in such a way that any risks shall be mitigated permanently through appropriate Security Measures.

2.4.3 Security Measures. The selected Security Measures are described in detail in the documentation of the Security Measures. Please contact us to receive a copy of such documentation.

2.4.4 Procedure for Reviewing. The documentation of the Security Measures also describes the procedures for regularly reviewing, assessing and evaluating the effectiveness of the then-current Security Measures.

2.4.5 Changes. The Security Measures are subject to technical progress and further developments. TeamViewer shall be permitted in principle to implement alternative adequate measures. The level of security may thereby not fall below the level existing prior to this DPA on the basis of the Security Measures already implemented or to be implemented.

2.5 Engagement of Additional Processors.

The obligations of TeamViewer when engaging additional processors (“Subcontractors”) are regulated in clause 3.

2.6 Assistance with Safeguarding the Rights of Data Subjects.

TeamViewer shall assist the Customer by appropriate technical and organizational measures, insofar as this is possible, in fulfilling the Customer’s obligations to respond to rights to rectification, deletion or blocking according to the BDSG or requests for exercising the data subject’s rights laid down in Chapter III of the GDPR. If a data subject directly contacts TeamViewer for the purposes of exercising the data subject’s rights with regard to data processed on behalf of Customer, TeamViewer shall forward this request to the Customer without delay. All costs incurred insofar shall be borne by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law.

2.7 Assistance with Ensuring Compliance with Art. 32 – 36 GDPR.

Taking into account the nature of processing and the information available to TeamViewer, TeamViewer shall assist the Customer by appropriate technical and organisational measures, insofar as this is possible, in ensuring compliance with the obligations pursuant to Art. 32 – 36 GDPR, in particular with respect to the security of the processing, data protection impact assessments and consultation of supervisory authorities. All costs incurred insofar shall be borne by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law. TeamViewer shall provide the Customer with the information required for the preparation of the list of processing operations.

2.8 Deletion and Return at the End of Processing.

At the choice of the Customer, TeamViewer shall delete or return the personal data that is the object of the commissioned data processing, unless the law of the European Union or a Member State to which TeamViewer is subject requires storage of the personal data.

TeamViewer shall make available to the Customer all information necessary to demonstrate compliance with the obligations resulting from clauses 2 and 3. In the event of any failure to provide such information or audit reports, TeamViewer will regularly, at least every 18 months, make available certificates of regular audits by a recognized auditor. TeamViewer allows for and contributes to additional audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; the costs for such additional audits shall be borne by the Customer except in case TeamViewer’s certificate gives substantial rise to concerns of non-compliance.

2.10 Obligation to Notify Doubts About Instructions.

TeamViewer shall immediately inform the Customer if, in its opinion, the execution of an instruction could infringe any applicable data protection laws.

2.11 Obligation to Notify Breaches.

If TeamViewer detects any breaches of applicable data protection laws, this DPA, instructions of the Customer relating to the data processing, TeamViewer shall notify the Customer without undue delay.

2.12 Designation of a Data Protection Officer.

TeamViewer appointed Mr. Julian Häcker as external data protection officer, who can be reached at privacy@teamviewer.com, at dsb-teamviewer@ensecur.de, or at ENSECUR GmbH, to the attention of Mr. Julian Häcker, Sophienstraße 25, 70178 Stuttgart.

2.13 Disclosure or Publication of Appropriate or Suitable Safeguards for Transfers to a Third Country.

TeamViewer agrees to disclose or publish information on the appropriate or suitable safeguards that have been used to make a transfer to a third country to the extent that this is required under Art. 13(1) f) or 14(1) f) of the GDPR in order to inform the data subject.

3. SUBCONTRACTORS

3.1 Subcontractors Engaged Upon Conclusion of the DPA.

TeamViewer has engaged a number of Subcontractors, and a list is available upon request. The Customer shall treat the list of Subcontractors as a confidential business secret and shall not disclose it to third parties.

3.2 Additional Subcontractors.

If TeamViewer would like to engage additional or different Subcontractors to render the contractually agreed services, such Subcontractors shall be selected using the due care required by law. TeamViewer shall give the Customer prior notice of the appointment of any new Subcontractors 15 days in advance. The Customer may object against the instruction of the new Subcontractors on reasonable grounds. In case an understanding cannot be reached, TeamViewer is entitled to terminate the Contract with 2 weeks’ notice.

3.2 Additional Subcontractors.

3.3.1 Structuring Contracts According to the Requirements of the Agreement. TeamViewer shall structure the contracts with Subcontractors in such a way that they comply with the requirements of the applica-ble data protection laws and this Agreement.

3.3 Obligations of Subcontractors.

3.3.1 Structuring Contracts According to the Requirements of the DPA. TeamViewer shall structure the contracts with Subcontractors in such a way that they comply with the requirements of the applicable data protection laws and this DPA.

3.3.2 Engagement of Additional or Different Subcontractors. TeamViewer shall obligate any Subcontractors to commit in particular to refraining from engaging any additional or other Subcontractors to process personal data without complying with clause 3.2.

3.3.3 Checking Safeguards of Subcontractors. TeamViewer will examine whether sufficient safeguards will be provided to implement appropriate technical and organizational measures in such a way that the applicable data protection laws and this DPA are complied with.

Annex 1: Details of the Data Processing.

1. Object. The general object of the data processing is described in the EULA.

2. Duration. The duration of the data processing shall correspond to the term of the EULA.

3. Nature and Purpose of the Processing. TeamViewer processes personal data as the Customer’s data processor for the purpose of enabling the use of the Software and Services provided under the EULA according to documented instructions of the Customer.

4. Types of Personal Data. The following types of personal data shall be processed by TeamViewer as data processor:

4.1 Content data transferred in communication connections between different users of the Software and data entered by users when scheduling and conducting a meeting.

5. Categories of Data Subjects. The following categories of data subjects are affected by the processing:

5.1 The Customer’s users.

5.2 The Customer’s/the Customer’s users’ connection partners.

5.3 Third parties whose personal data is being shared by the Customer/the Customer’s users in a communication connection.

If the place of acquisition or your (main) place of residence is outside the USA, South America, or Canada, the provisions of our End User License Agreement under Section A shall apply to our contractual relationship.

If the place of acquisition or your (main) place of residence is in the USA, South America, or Canada, the provisions of our End User License Agreement under Section B shall apply to our contractual relationship.

Independent of your location of residence, a new section C. is added to the provisions of the End User License Agreement:

The original of this End User License Agreement is drawn in the German language. If the place of acquisition or your (main) residence is in Germany, Austria or Switzerland, the German version shall prevail over the English version. In all other countries, the English Version shall prevail over the local version (if any). All other translations (if any) shall solely serve for a better understanding.

A.
Section 1
General provisions

1. General content of the contract

1.1. Parties and subject matter.

The provisions of the present End User License Agreement (“EULA” or “Agreement”) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany (“TeamViewer”) and its customers or users (hereinafter collectively “Customer”) in respect of the provision of a standard software (“TeamViewer IoT” or “Software”) and the rendering of associated services. TeamViewer IoT is comprised of independent modules. They may also be used separately.

In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software (“Server Services”). This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, and to apps for mobile terminals (e.g. iOS, Android) (“Apps”) as well as to the features and functions comprised in the software. The same shall apply to support services (“Support Services”), which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. For the avoidance of doubt, notwithstanding the use of terms like purchase or similar, the Software is licensed, not sold.

1.2. Conclusion and contents of the Agreement.

A contract pursuant to this EULA shall be formed, if (i) the Customer consummates the web-based order or download process on the TeamViewer website if available or respectively start using the IoT dashboard) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” / “I accept” / “Download TeamViewer IoT” or similarly named button, or, if (ii) the Customer and TeamViewer sign a written order form, or, if (iii) the Customer orders by phone and receives an order confirmation by e-mail, or if (iv) the Customer installs or uses the free version of the Software (“Freemium Software”) or a trial license (“Trial License”), or (v) if the Customer is provisioning devices and accepts the EULA via a command line interface. In case of (i), (iv) and (v), the Customer herewith waives the receipt of a notification of acceptance by TeamViewer in accordance with Section 151 of the German Civil Code. This EULA shall apply accordingly for the Freemium Software and Trial Licenses of the Software.

Details regarding the contract (e.g. selected Software, scope of functions, term, services, etc.), are set forth in the options selected by the Customer and in the specifications provided by TeamViewer during the ordering process or in case of a Freemium Software or Trial License Contract prior to the usage of the registration for the IoT dashboard, or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Contract”).

1.3. No deviating provisions.

This Contract, including all Orders hereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, even if the purchase order or similar instrument is accepted by TeamViewer.

1.4. Obligations in electronic commerce.

To the extent permitted by applicable law, Section 312i para. 1 no.1, 2 and 3 as well as Section 312i para. 1 sentence 2 BGB, which provide for certain obligations in the part of TeamViewer in electronic commerce, shall herewith be excluded.

2. Product specification and activation of the Software

2.1. Product specification.

The functions of the Software and a description of any services are set forth and described in the product description available on the TeamViewer website (c.f. www.teamviewer.com/iot and the on the applicable Order (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software and the Server Services; any other oral or written statements of TeamViewer shall not be relevant. Some features and functions of the Software or Services provided by TeamViewer may include or depend on certain third party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited.

2.2. No guarantees.

In case of doubt, guarantees regarding the quality or features made by TeamViewer shall only be interpreted as such if they have been made in writing (including a signature) and are labelled “guarantee”.

2.3. Provision and activation.

TeamViewer shall provide the Software to the Customer for electronic download or as a cloud service, as the case may be. After completing the Order in the event of fee-based subscription license, the Customer gets access to the Software. The rights of use and functionalities in accordance with the Contract shall then be available to the Customer.

3. Software rights of use

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customers computers within the limits of the scope of use specified in the Order and this EULA.

3.2. Scope of use of the trial license.

TeamViewer may offer a trial license (“Trial License”) for a limited period of time. If TeamViewer elects to offer a Trial License, the Trial License is limited:

(i) in time to the term of the respective trial period (“Trial Period”) as stipulated in the Order or respectively on the TeamViewer IoT website, and;

(ii) in the scope of use up to 10 devices per account created, and, up to 50,000 messages per device per month (“Fair Usage Restrictions”).

The Customer acknowledges and agrees that a Trial License might be converted in a fee-based license after the Trial Period dependent on the chosen functionality, in which case TeamViewer will notify the Customer hereof prior to the end of the Trial Period.

3.3. Scope of use for fee-based subscription licenses of the Software.

Fee-based subscription licenses of the Software are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. functions) shall be set forth in the Order. If the Customer obtains a fee-based license, then the Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall be deemed an affiliated enterprise in the meaning of Section 15 German Stock Cooperation Act (AktG).

3.4. Scope of use for Freemium-Software.

The use of the Freemium-Software is permitted for the user’s own, private, non-commercial purposes (or if the Customer is a business/entrepreneur is dependent on the chosen functionality of the Software. In any case, the permitted scope of use for the Freemium Software shall be subject to the Fair Usage Restrictions as set out in Section 3.2 above.

3.5. Prohibition of excessive use.

Any use of the Software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. An excessive use in case of a Trial License or Freemium Software shall include without limitation if the Customer uses the Trial License or the Freemium Software in excess of the Fair Usage Restrictions set out in Section 3.2. TeamViewer reserves the right to deactivate a Trial License or the Freemium Software or block connections made by a Trial License or the Freemium Software if the Customer is in breach of the Fair Usage Restrictions. In addition, TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use.

3.6. Source code and restrictions.

The Customer shall not do or procure any third parties to do any of the following: (i) decompile, reverse engineer, or disassemble in any way source codes or underlying ideas or algorithms in connection with the Software or in any other way try to derive, analyze, or use the above, except and only to the extent that the provisions of the preceding paragraph are explicitly prohibited by law, (ii) except to the extent that this is explicitly stipulated in the present Agreement – cf. Section 3.3 – provide, lease, let, use for time share or service office purposes, as well as in any other way use or grant the use of the Software for the benefit of third parties, (iii) modify the Software or create derivative forms of the Software or (iv) remove product markings, copyright notices, or any other notices on this or any other Software. The rights of use granted shall not include any rights to the source code of the Software. This shall not affect the Customer’s statutory rights, in particular pursuant to sec. 69e of the German Copyright Act (UrhG). Markings of the Software, in particular, copyright notices, brands, serial number or similar must not be removed, modified or rendered illegible The Customer undertakes to treat the Software in confidence, not to disclose or use it, unless this is explicitly permitted in this Agreement. The Customer acknowledges and agrees that there will be no adequate remedies in the event of a breach of this Section 3.6 and that any such breach of the above obligations would cause irredeemable damage to TeamViewer, where financial compensation would not constitute adequate indemnification, and that TeamViewer in addition to its other rights and remedies may assert claims to other remedies or interlocutory relief.

3.7. Provision to third parties.

The Customer shall not be entitled to give or provide the Software to third parties beyond the intended use; in particular, the Customer shall not be entitled to sell the Software. The foregoing does not affect the right of an Affiliate to use the Software in accordance with Section 3.3 of this Contract.

3.8. Reservation of rights.

As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any updates thereto provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.9. Right to audit and self-declaration.

TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use. Customer acknowledges and agrees that TeamViewer reserves the right without any liability whatsoever to electronically disable the Software or cease any Services in the event that TeamViewer receives knowledge or has reason to believe that (i) the use of the Software or parts thereof by the Customer is in breach of any applicable law, or, (ii) if the Customer is engaged in any fraudulent or criminal activity.

4. Server Services and other services provided by TeamViewer

4.1. Server Services.

For the establishment of encrypted connections between different devices, the Software must respectively first of all communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

TeamViewer is willing to provide Customer with the respective Server Services. The Server Services may be unavailable from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. The Internet connection between the Customer and the data center as well as the required hardware and software (e.g. PC, operating system) shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by Customer. In case of Freemium-Software or a Trial License, the user has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time. For fee-based subscription licenses, the Server Services will be provided during the limited term of the Customer’s subscription to the Software.

4.2. Installation, configuration.

The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

4.3. Support.

TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services. In case of Freemium Software or a Trial License, the Customer shall not be entitled to any Support Services. This shall not affect any statutory warranty claims of the Customer.

4.4. Documentation.

TeamViewer shall provide a description of the functionalities in electronic format online in English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under https://community.teamviewer.com/t5/IoT-Knowledge-Base/tkb-p/IoT_Knowledge_Base. As between the parties, TeamViewer retains all rights, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

4.5. Updates.

TeamViewer may at its own discretion provide free Software updates for download. Updates may comprise of bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations) or new functions. There shall be no obligation to provide updates. The Customer’s warranty claims shall remain unaffected. The Customer shall be required to (i) regularly, but no less than once every month, verify if new updates of the Software are available, and, (ii) at his own expense to input the respective current Software update. Moreover, the Customer acknowledges and agrees that it might be required to install security-critical updates promptly on notification by TeamViewer. The rights of use according to the Software as such shall apply accordingly to updates (section 2).

4.6. Programming interfaces.

At TeamViewer’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

4.7. Changes to the services.

TeamViewer may change the Software in the context of updates as well as the Server Services (including the system requirements) for good cause. Such a good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changed technical framework conditions ( e.g. new encryption standards), or (iii) the protection of the system security.

5. Obligations and duties of the Customer

5.1. Lawful usage.

The Customer shall use the Software and the Server Services only in accordance with the provisions of this Contract and in accordance with applicable laws and regulations in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions.

5.2. Export controls and economic sanctions.

Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

This Section shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

“Restricted Party” means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Crimea, Cuba, Iran, North Korea, Sudan and Syria.

“Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3. System requirements.

The requirements for the Customer’s software and hardware are specified in the manuals and the Product Specification (cf. sec. 2.1 and 4.4). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these requirements.

6. Confidentiality and data protection

6.1. Confidentiality.

The products offered by TeamViewer, including the Software and all manuals and documentation provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance with this Contract.

6.2. Data protection.

TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses data of Customer for the implementation and processing of the contractual relation with Customer, in particular for successfully establishing connections via the Internet. Data of Customer is not shared with third party advertisers without prior written consent. Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that any non-personal or anonymous data collected may be sent to any of the worldwide offices or affiliates of TeamViewer. Details about collection, processing, and use of personal data by TeamViewer are described in the Data Protection Policy available for download under https://www.teamviewer.com/privacy-policy/.

6.3. Data visualization and monitoring.

The Customer acknowledges and agrees, that if data visualization or monitoring services are included in the Contract, it is a prerequisite that TeamViewer will process and aggregate such data. The Customer further acknowledges and agrees that the results of such monitoring and visualization services is dependent on the quality of the forwarded data and that such services might not always work error-free. The Customer represents and warrants to TeamViewer that it has the legal right to forward involved data to TeamViewer. Moreover, TeamViewer might provide certain notification and alerting services. Customer acknowledges and agrees that such notification and alerting services might not always work error-free and that consequently false positive alerts might occur.

7. Limitation of liability

7.1. Exclusion in certain cases.

TeamViewer shall be liable for damages within the scope of statutory provisions to the extent that such damage

(i) was caused with intention or gross negligence on the part of TeamViewer, or,

(ii) with slight negligence on the part of TeamViewer and is due to any material breach of duty, jeopardizing realization of the purpose of this Agreement, or due to the breach of obligations, which must be satisfied to allow for the due performance of this Agreement, and where the Customer may rely on their compliance (cardinal duties), or,

(iii) which are due to injury to life, limb, or health of any person, assumption of an explicit warranty, malicious concealment of a defect or any provision of the German Product Liability Act.

Any further liability for data losses shall be excluded. Moreover, any liability on the part of TeamViewer shall be excluded regardless of the legal grounds.

7.2. Limitation of the amount.

In the case of sec. 7.1 sentence 1 (ii) (slightly negligent breach of material obligations), TeamViewer shall only be subject to limited liability for damages that can be typically expected in the case of a contract of this type.

7.3. Limitation of liability in case of Trial License or Freemium-Software.

In deviation from sec. 7.1 and 7.2, in case TeamViewer provided Freemium-Software to a Customer, the provisions on lending (sec. 598 et seq. BGB), shall take precedence, i.e., in particular, the provisions that TeamViewer’s liability for defects shall be limited to fraudulently concealment of defects in accordance with Section 600 BGB and the liability of TeamViewer shall be limited to intent and gross negligence in accordance with Section 599 BGB and that the shortened limitation period of six months in accordance with sec. 606 BGB shall apply.

7.4. Employees and agents of TeamViewer.

The limitations of liability pursuant to sec. 7.1 to 7.3 shall also apply to claims against employees or agents of TeamViewer.

8. User fee, price changes, and default in payment

8.1. User fee.

For the rights of use to the software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the user fee set forth in the Order, unless the Order specifies use free of charge.

8.2. Due date.

Unless specified otherwise in the Order, the user fee shall be due and payable monthly in advance. In case of annual licenses monthly payment is excluded except otherwise agreed on an individual basis.

8.3. Changes to the scope of use.

The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 11.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

8.4. Invoicing.

Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) – if created – by uploading it to the Customer’s TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

8.5. Payment methods.

Invoice amounts may be paid by credit card. Additional payment types (e.g. direct debit or check) can be selected during the ordering process if available. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

8.6. Prices, fees, and taxes.

The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Generally prices shall not include any sales, excise, value added or any other tax (including applicable withholding tax); the Customer shall be responsible for paying tax all such taxes except those taxes which are imposed on the net income attributable to TeamViewer. Should TeamViewer be liable to any sales, excise, value added or any other tax under local jurisdiction, such tax shall be added on top of the sales price and be charged to the Customer. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed in the Order.

8.7. Price changes.

TeamViewer shall be entitled to increase the user fee in a reasonable manner with effect from the end of an initial term or a renewal term. TeamViewer shall announce the increase in advance with a notice period at least equal to that required for convenience termination by TeamViewer. The Customer may object to the increase; in such case, the Agreement shall terminate upon the increase taking effect. If the Customer does not object, this shall be considered approval of the increase. TeamViewer shall notify the Customer in the announcement about such effect of his silence.

8.8. Default in payment.

The occurrence of default in payment and default interest shall be governed by statutory provisions, including without limitation sections 286 and 288 BGB.

(i) Dunning fee. In case of a second reminder, TeamViewer shall be entitled to charge a reasonable dunning fee.

(ii) Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services (“Locking”). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the software. There shall be no Locking or it shall be lifted once the Customer has made full payment. While locked, various modules cannot be utilized in accordance with the service package. During Locking, the Customer shall remain obligated to pay the user fee.

(iii) Termination in case of default in payment. TeamViewer shall be entitled to extraordinary termination of the Agreement if the Customer (i) fails to pay the user fee on two consecutive payment dates or is in default with payment of a significant portion of the user fee or (ii) is in default with payment of the user fee in an amount equivalent to the user fee for two months for a period covering more than two payment dates.

9. Warranty for defects

9.1. Freedom from defects and condition.

TeamViewer shall provide the software free from any defects in quality or title and throughout the term of the Agreement shall maintain it in a condition suitable for contractual use.

9.2. Maintenance obligation.

The obligation to maintain the software shall not comprise adapting the software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or maintaining the compatibility of the Software with other TeamViewer products.

9.3. Remedy of Defects.

The Customer shall preferentially report defects of the software or of the server services by filing a web form or sending an email to TeamViewer. The Customer to the extent possible and reasonable, shall explain the particular circumstances under which the fault occurred (e.g. screenshots, log data). TeamViewer shall remove defects within a reasonable period of time. TeamViewer may remove defects in the form of updates and patches if the contractual range of functions is maintained and if the transfer does not result in significant disadvantages. The Customer shall bear the costs of installation. TeamViewer shall furthermore be entitled to temporarily instruct the Customer about options to bypass a defect and to remove the defect subsequently by adapting the software or server services if this can reasonably be expected from the Customer.

9.4. Termination.

Termination by the Customer pursuant to section 543 para. 2 sentence 1 no. 1 BGB because of the failure to provide contractual use shall be permitted only if TeamViewer has been given adequate opportunities to remove the defect and if this has failed.

9.5. Initial impossibility.

9.6. Limitation.

If the Customer is an Entrepreneur, warranty claims shall lapse after twelve months. This shall not apply in case of warranty claims subject to mandatory statutory liability on the part of TeamViewer (e.g. in case of malice, cf. clause 7.1 sentence 2).

9.7. Statutory provisions.

10. Term and termination

10.1. Term and convenience termination.

Unless specified otherwise in the Order, the following shall apply if the software is provided against consideration: If the Agreement has a term of twelve (12) months (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further twelve (12) months at a time (“Renewal Term”), unless the Agreement is terminated by either party with 30 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further month at a time (“Renewal Term”), unless the Agreement is terminated by either party with 14 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term.

10.2. Extraordinary termination.

The right to terminate for good cause shall remain unaffected. The termination right of TeamViewer in case of default in payment shall be subject to clause 9.8 (iii).

10.3. Termination notice.

Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate the Agreement. TeamViewer may also terminate an Agreement by way of a corresponding notice in the software.

10.4. Consequences of termination.

Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the Software. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the Software’s functions and to store them for further use. TeamViewer shall not be obligated to any further release of data, unless the Customer has a right to receive such data under applicable law. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data. The foregoing shall not affect TeamViewer’s right to use data in accordance with section 6.2.

11. General provisions

11.1. Amendments and changes to the general terms and conditions.

TeamViewer shall in principle be entitled to amend these EULA at any time. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

11.2. Communication by e-mail.

Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.teamviewer.com/support/contact.

11.3. Applicable law.

This Contract and any disputes in connection with it shall be exclusively governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

11.4. Venue.

If the Customer is a merchant, a legal entity under public law or a special fund under public law, exclusive venue shall be the seat of TeamViewer. In such case, TeamViewer shall remain entitled to take legal action at the Customer’s seat.

11.5. Severability.

If individual provisions of this Agreement are or become unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with what the Parties would have stipulated in good faith according to the originally intended purposes from an economic perspective. The same shall apply in case of any gaps.

11.6. Exclusive application.

This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing. In the event that this EULA is translated in any other language, the English version shall prevail.

B.
Section 1
General provisions

1. General content of the contract

1.1. Parties and subject matter.

The provisions of the present End User License Agreement (“EULA” or “Agreement”) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany (“TeamViewer”) and its customers or users (hereinafter collectively “Customer”) in respect of the provision of a standard software (“TeamViewer IoT”) and the rendering of associated services. TeamViewer IoT is comprised of various independent modules (each module a “Software”). They may also be used separately.

In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software (“Server Services”). This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, and to apps for mobile terminals (e.g. iOS, Android) (“Apps”) as well as to the features and functions comprised in the software. The same shall apply to support services (“Support Services”), which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. For the avoidance of doubt, notwithstanding the use of terms like purchase or similar, the Software is licensed, not sold.

1.2. Conclusion and contents of the Agreement.

A contract pursuant to this EULA shall be formed, if (i) the Customer consummates the web-based order or download process on the TeamViewer website if available or respectively start using the IoT IoT dashboard) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” / “I accept” / “Download TeamViewer IoT” or similarly named button, or, if (ii) the Customer and TeamViewer sign a written order form, or, if (iii) the Customer orders by phone and receives an order confirmation by e-mail, or if (iv) the Customer installs or uses the free version of the Software (“Freemium Software”) or a trial license (“Trial License”), or (v) if the Customer is provisioning devices and accepts the EULA via a command line interface. In case of (i), (iv) and (v) a, the Customer herewith waives the receipt of a notification of acceptance by TeamViewer. This EULA shall apply accordingly for the Freemium Software and Trial Licenses of the Software.

Details regarding the contract (e.g. selected Software, scope of functions, term, services, etc.), are set forth in the options selected by the Customer and in the specifications provided by TeamViewer during the ordering process or in case of a Freemium Software or Trial License Contract prior to the registration for the IoT dashboard], or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Contract”).

1.3. No deviating provisions.

This Contract, including all Orders hereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, even if the purchase order or similar instrument is accepted by TeamViewer.

2. Product specification and activation of the Software

2.1. Product specification.

The functions of the Software and a description of any services are set forth and described in the product description available on the TeamViewer websitewww.teamviewer.com/iot and on the applicable Order (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software and the Server Services; any other oral or written statements of TeamViewer shall not be relevant. Some features and functions of the Software or Services provided by TeamViewer may include or depend on certain third party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited.

2.2. No guarantees.

In case of doubt, guarantees regarding the quality or features made by TeamViewer shall only be interpreted as such if they have been made in writing (including a signature) and are labelled “guarantee”.

2.3. Provision and activation.

TeamViewer shall provide the Software to the Customer for electronic download or as a cloud service, as the case may be. After completing the Order in the event of fee-based subscription license, the Customer shall receive (i) a license key, or (ii) an activation link for the activation of the license. Once the license has been activated, the rights of use and functionalities in accordance with the Contract shall be available to the Customer.

3. Software rights of use

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customers computers within the limits of the scope of use specified in the Order and this EULA.

3.2. Scope of use of the trial license.

TeamViewer may offer a trial license (“Trial License”) for a limited period of time. If TeamViewer elects to offer a Trial License, the Trial License is limited:

(i) in time to the term of the respective trial period (“Trial Period”) as stipulated in the Order, and;

(ii) in the scope of use up to 10 devices per account created, and, up to 50,000 messages per device per month (“Fair Usage Restrictions”).

The Customer acknowledges and agrees that a Trial License might become a fee-based license after the Trial Period dependent on the chosen functionality. The Customer acknowledges and agrees that a Trial License might be converted in a fee-based license after the Trial Period dependent on the chosen functionality, in which case TeamViewer will notify the Customer hereof prior to the end of the Trial Period.

3.3. Scope of use for fee-based licenses of the Software.

Fee-based subscription licenses of the Software are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. functions) shall be set forth in the Order. If the Customer obtains a fee-based license, then the Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

3.4. Scope of use for Freemium-Software.

Without concluding an individual contract with TeamViewer the use of the Freemium-Software is permitted for the user’s own, private, but also commercial purposes for free. In any case, the permitted scope of use for the Freemium Software shall be subject to the Fair Usage Restrictions as set out in Section 3.2 above.

3.5. Prohibition of excessive use.

Any use of the Software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. An excessive use in case of a Trial License or Freemium Software shall include without limitation if the Customer uses the Trial License or the Freemium Software in excess of the Fair Usage Restrictions set out in Section 3.2. TeamViewer reserves the right to deactivate a Trial License or the Freemium Software or block connections made by a Trial License or the Freemium Software if the Customer is in breach of the Fair Usage Restrictions. In addition, TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use.

3.6. Source code and restrictions.

Customer will not and will not allow a third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to derive, analyze or use any source code or underlying ideas or algorithms related to the Software by any means whatsoever, except and only to the minimal extent the provisions of this Section are expressly prohibited by applicable statutory law, (ii) except as expressly set forth herein – cf. 3.1 sentence 2 – provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software to or for the benefit of third parties, (iii) modify the Software or create any derivative works of the Software or (iv) remove any product identification, copyright or other notices in the Software or on any Software. Customer agrees to hold in confidence, not disclose, and not use the Software except as expressly permitted herein. Customer recognizes and agrees that there is no adequate remedy at law for a breach of this Section 3.6 and that such breach would irreparably harm TeamViewer for which monetary damages would not be an adequate remedy and that TeamViewer is entitled, in addition to its other rights and remedies, to equitable relief.

3.7. Provision to third parties.

The Customer shall not be entitled to give or provide the Software to third parties beyond the intended use; in particular, the Customer shall not be entitled to sell the Software. The foregoing does not affect the right of an Affiliate to use the Software in accordance with Section 3.3 of this Contract.

3.8. Reservation of rights.

As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any updates thereto provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.9. Right to audit and self-declaration.

TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use. Customer acknowledges and agrees that TeamViewer reserves the right without any liability whatsoever to electronically disable the Software or cease any Services in the event that TeamViewer receives knowledge or has reason to believe that (i) the use of the Software or parts thereof by the Customer is in breach of any applicable law, or, (ii) if the Customer is engaged in any fraudulent or criminal activity.

4. Server Services and other services provided by TeamViewer

4.1. Server Services.

For the establishment of encrypted connections between different devices, the Software must respectively first of all communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

TeamViewer is willing to provide Customer with the respective Server Services. The Server Services may be unavailable from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. The Internet connection between the Customer and the data center as well as the required hardware and software (e.g. PC, operating system) shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by Customer. In case of Freemium-Software or a Trial License, the user has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time.

For fee based subscription licenses, the Server Services will be provided during the limited term of the Customer’s subscription to the Software.

4.2. Installation, configuration.

The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

4.3. Support.

TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services. In case of Freemium Software, the Customer shall not be entitled to any Support Services. This shall not affect any statutory warranty claims of the Customer.

4.4. Documentation.

TeamViewer shall provide a description of the functionalities in electronic format in English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under https://community.teamviewer.com/t5/IoT-Knowledge-Base/tkb-p/IoT_Knowledge_Base. As between the parties, TeamViewer retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

4.5. Updates.

TeamViewer may at its own discretion provide free Software updates for download. Updates may comprise bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations) or new functions. There shall be no obligation to provide updates. The Customer’s warranty claims shall remain unaffected. The Customer shall be required to (i) regularly, but no less than once every month, verify if new updates of the Software are available, and, (ii) at its own expense to input the respective current Software update. Moreover, the Customer acknowledges and agrees that it might be required to install security-critical updates promptly on notification by TeamViewer. The rights of use according to the Software as such shall apply accordingly to updates (section 2).

4.6. Programming interfaces.

At TeamViewer’s sole discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

4.7. Changes to the services.

TeamViewer may change the Software in the context of updates as well as the Server Services (including the system requirements) for good cause. Such a good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changed technical framework conditions (new encryption standards), or (iii) the protection of the system security.

5. Obligations and duties of the Customer

5.1. Lawful usage.

The Customer shall use the Software and the Server Services only in accordance with the provisions of this Contract and in accordance with applicable laws and regulations in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions. If the Customer is a covered entity, a business associate or a representative of a covered entity or of a business associate (pursuant to the definition of these terms in 45 C.F.R § 160.103), the Customer agrees not to use any component, function, or other facility of the Software in order to create, receive, manage, or transmit any “protected health information” of any kind (pursuant to the definition of this term in 45 C.F.R § 160.103) or to use the Software in any way resulting in TeamViewer becoming his business associate or a third party’s business associate.

5.2. Export controls and economic sanctions.

Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

This Section shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

“Restricted Party” means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Crimea, Cuba, Iran, North Korea, Sudan and Syria.

“Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3. System requirements.

The requirements for the Customer’s software and hardware are specified in the manuals and the Product Specification (cf. sec. 2.1 and 4.4). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these requirements.

6. Confidentiality and data protection

6.1. Confidentiality.

The products offered by TeamViewer, including the Software and all manuals and documentation provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance with this Contract.

6.2. Data protection.

TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses data of Customer for the implementation and processing of the contractual relation with Customer, in particular for successfully establishing connections via the Internet. Data of Customer is not shared with third party advertisers without prior written consent. Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that any non-personal or anonymous data collected may be sent to any of the worldwide offices or affiliates of TeamViewer. Details about collection, processing, and use of personal data by TeamViewer are described in the Data Protection Policy available for download under https://www.teamviewer.com/privacy-policy/.

6.3. Data visualization and monitoring.

The Customer acknowledges and agrees, that if data visualization or monitoring services are included in the Contract, it is a prerequisite that TeamViewer will process and aggregate such data. The Customer further acknowledges and agrees that the results of such monitoring and visualization services is dependent on the quality of the forwarded data and that such services might not always work error-free. The Customer represents and warrants to TeamViewer that it has the legal right to forward involved data to TeamViewer. Moreover, TeamViewer might provide certain notification and alerting services. Customer acknowledges and agrees that such notification and alerting services might not always work error-free and that consequently false positive alerts might occur.

7. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY LAW, TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES SHALL UNDER NO CIRCUMSTANCES BE LIABLE VIS-À-VIS THE CUSTOMER FOR (i) THE COSTS OF ACQUIRING REPLACEMENT GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OR LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOST REVENUES, LOST ORDERS, LOST GOODWILL, OR THE FAILURE TO REALIZE EXPECTED SAVINGS OR THE LOSS OF WORKING TIME OF MANAGEMENT OR STAFF, OR (ii) SPECIAL, INCIDENTAL, OR INDIRECT DAMAGE OCCURRING DIRECTLY OR INDIRECTLY DUE TO THIS AGREEMENT, EVEN IF TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES WERE NOTIFIED ABOUT THE POSSIBILITY THAT SUCH DAMAGE MIGHT OCCUR. THE LIABILITY OF TEAMVIEWER SHALL UNDER NO CIRCUMSTANCES EXCEED THE CHARGES, WHICH HAVE IN FACT BEEN PAID BY THE CUSTOMER WITHIN A PERIOD OF SIX (6) MONTHS FOR THE SOFTWARE OR SERVICE PRIOR TO OCCURRENCE OF THE EVENT GIVING RISE TO THE DAMAGE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF TEAMVIEWER VIS-À-VIS THE CUSTOMER FOR CULPABLY CAUSING DEATH OR BODILY INJURY OR ANY OTHER LIABILITY, WHERE EXCLUSION OR LIMITATION IS PROHIBITED BY LAW. THE EXCLUSIONS OR LIMITATIONS OF LIABILITY STIPULATED IN THIS EULA SHALL APPLY REGARDLESS OF WHETHER OR NOT THE CUSTOMER ACCEPTS THE SOFTWARE, SERVICES, OR UPDATES.

8. Indemnification

8.1. Indemnification by the Customer.

The Customer undertakes to indemnify and hold TeamViewer, any affiliates, managing directors, directors, partners, contractors or licensors of TeamViewer harmless for and against any and all direct and indirect damage, costs, and expenses (including any and all attorneys’ fees and legal costs) which are incurred by TeamViewer because of complaints, claims, demands, penalty payments, or any other third-party procedures or regulatory charges, conditions, or penalty payments, and which are based on a breach of this EULA by the Customer or on any use of the Software in breach of applicable law.

8.2. Indemnification procedure.

TeamViewer shall promptly notify the other party in writing of any action for which TeamViewer believes it is entitled to be indemnified pursuant to Section 8.1, as applicable. If TeamViewer is named a party in any judicial, administrative or other proceeding arising out of or in connection of any breach of any provision of this EULA, a negligent or wrongful act, and/or a violation of any applicable law, TeamViewer will have the option at any time to either.

(i) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case the Customer will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals, or,

(ii) to hand over its defense to the indemnifying party, in which case the indemnifying party will provide qualified attorneys, consultants, and other appropriate professionals to represent the party seeking interests at the Customer’s expense. TeamViewer will have the sole right and discretion to settle, compromise or otherwise resolve any and all claims, causes of actions, liabilities or damages against it, notwithstanding that TeamViewer may have tendered its defense to the Customer. Any such resolution will not relieve the party of its obligation to indemnify the other party under this Section 8.

9. User fee, price changes, and default in payment

9.1. User fee.

For the rights of use to the software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the user fee set forth in the Order, unless the Order specifies use free of charge.

9.2. Due date.

Unless specified otherwise in the Order, the user fee shall be due and payable monthly in advance. In case of annual licenses monthly payment is excluded except otherwise agreed on an individual basis.

9.3. Changes to the scope of use.

The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 11.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

9.4. Invoicing.

Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) – if created – by uploading it to the Customer’s TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

9.5. Payment methods.

Invoice amounts may be paid by credit card. Additional payment types (e.g. direct debit or check) can be selected during the ordering process if available. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

9.6. Prices, fees, and taxes.

The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Generally prices shall not include any sales, excise, value added or any other tax (including applicable withholding tax); the Customer shall be responsible for paying tax all such taxes except those taxes which are imposed on the net income attributable to TeamViewer. Should TeamViewer be liable to any sales, excise, value added or any other tax under local jurisdiction, such tax shall be added on top of the sales price and be charged to the Customer. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed in the Order.

9.7. Price changes.

TeamViewer shall be entitled to increase the user fee in a reasonable manner with effect from the end of an initial term or a renewal term. TeamViewer shall announce the increase in advance with a notice period at least equal to that required for convenience termination by TeamViewer. The Customer may object to the increase; in such case, the Agreement shall terminate upon the increase taking effect. If the Customer does not object, this shall be considered approval of the increase. TeamViewer shall notify the Customer in the announcement about such effect of his silence.

9.8. Payment Default.

The occurrence of default in payment and default interest shall be governed by statutory provisions, including without limitation sections 286 and 288 BGB.

(i) Dunning fee. In case of a second reminder, TeamViewer shall be entitled to charge a reasonable dunning fee.

(ii) Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services (“Locking”). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the software. There shall be no Locking or it shall be lifted once the Customer has made full payment. While locked, various modules cannot be utilized in accordance with the service package. During Locking, the Customer shall remain obligated to pay the user fee.

(iii) Termination in case of default in payment. TeamViewer shall be entitled to extraordinary termination of the Agreement if the Customer (i) fails to pay the user fee on two consecutive payment dates or is in default with payment of a significant portion of the user fee or (ii) is in default with payment of the user fee in an amount equivalent to the user fee for two months for a period covering more than two payment dates.

10. Warranty for defects

10.1. Warranty, no guarantee.

TeamViewer undertakes to ensure that during the term of a subscription, the Software as well as the server services shall in every material respect comply with the respective product description. However, TeamViewer shall under no circumstances vouch to be able to remove any reported defects or that use of the Software and the server services will be uninterrupted or without any faults. TeamViewer shall furthermore not represent any properties or third-party services. In the event of a breach of any obligations under sentence 1, TeamViewer shall without additional costs for the Customer perform any subsequent improvements which are necessary for the Software and server services to comply with the assumed obligations. The Customer shall give TeamViewer adequate opportunity to remove any breach of duty and shall provide support for the removal of defects. However, in this regard, the claim to subsequent improvement shall be the Customer’s sole claim in the event of a breach of duty on the part of TeamViewer within the meaning of sentence 1. However, if TeamViewer after several attempts is unable to remove the defect of a Software or server service and if it therefore is unable to remove the breach of duty according to sentence 1, the Customer shall only be entitled to terminate the Agreement. In this case, TeamViewer shall compensate the Customer in advance for any amounts paid by the Customer to TeamViewer for the Software and server services for the remaining part of the term of the subscription. Any obligation on the part of TeamViewer about any kind of remedy in the event of defects resulting from accident, abuse, unauthorized repairs, modifications, or expansions or in case of improper use shall be excluded.

THE ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE CLAIM ON THE PART OF THE CUSTOMER IN CASE OF ANY BREACH OF DUTY UNDER THIS PROVISION.

10.2. Maintenance obligation.

The obligation to maintain the Software shall not comprise adapting the Software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or a full version of TeamViewer, which TeamViewer no longer supports.

10.3. DISCLAIMER OF WARRANTY, GUARANTEE, LIABILITY.

TO THE EXTENT PERMITTED BY LAW, THE WARRANTY AND LIABILITY CLAIMS SET FORTH IN PARAGRAPH 10 ABOVE SHALL CONSTITUTE THE CUSTOMER’S EXCLUSIVE CLAIMS AND SHALL APPLY INSTEAD OF ANY OTHER EXPLICIT OR IMPLICIT CLAIMS, INCLUDING WITHOUT LIMITATION ANY IMPLIED CLAIMS WITH A VIEW TO MARKETABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER SHALL NOT VOUCH FOR THE SOFTWARE OR THE SERVICES MEETING THE CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR THE SERVICES, INCLUDING THE SERVER SERVICES, WILL BE UNINTERRUPTED OR WITHOUT DEFECTS. THE CUSTOMER MAY HAVE OTHER RIGHTS, WHICH MAY VARY DEPENDING ON THE STATE OR COUNTRY.

11. Term and termination

11.1. Term and convenience termination.

Unless specified otherwise in the Order, the following shall apply if the software is provided against consideration: If the Agreement has a term of twelve (12) months (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further twelve (12) months at a time (“Renewal Term”), unless the Agreement is terminated by either party with 30 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further month at a time (“Renewal Term”), unless the Agreement is terminated by either party with 14 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term.

11.2. Extraordinary termination.

The right to terminate for good cause shall remain unaffected. The termination right of TeamViewer in case of default in payment shall be subject to clause 9.8.(iii).

11.3. Termination notice.

Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate the Agreement. TeamViewer may also terminate an Agreement by way of a corresponding notice in the software.

11.4. Consequences of termination.

Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the Software. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the Software’s functions and to store them for further use. TeamViewer shall not be obligated to any further release of data, unless the Customer has a right to receive such data under applicable law. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data. The foregoing shall not affect TeamViewer’s right to use data in accordance with section 6.2.

12. General provisions

12.1. Amendments to the general terms and conditions.

TeamViewer shall in principle be entitled to amend these EULA at any time. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

12.2. Communication by e-mail.

Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.teamviewer.com/support/contact/.

12.3. Applicable law.

This Contract will be governed by the laws of the State of New York, United States of America. Such governing laws are exclusive of any provisions of the United Nations Convention on Contracts for Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law. If any provision of this Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this Contract shall remain in full force and effect. A waiver of any breach or default under this Contract shall not constitute a waiver of any other subsequent breach or default.

12.4. Place of jurisdiction.

TeamViewer and Customer unconditionally and irrevocably consent to the exclusive jurisdiction of the federal and/or state courts located in New York County, New York with respect to any action, suit or proceeding arising out of or relating to this Contract or the transactions contemplated hereby and the parties waive any objection with respect to such courts for the purpose of any such action, suit or proceeding.

12.5. Force Majeure.

TeamViewer shall not be liable for events of force majeure, which make it considerably more difficult to perform its contractual performance or which temporarily impede the due performance of the Agreement or make it impossible. Force majeure shall include any circumstances unrelated to the intention and influence of the contracting parties, such as acts of God, government actions, blockades, war and other military conflicts, mobilization, civil commotion, terrorist attacks, strikes, lockouts, and other labor conflicts, confiscation, embargoes or other facts, which are unforeseeable, serious and due to no fault on the part of the contracting parties, and which occur after conclusion of this Agreement.

12.6. Severability.

If individual provisions of this Agreement are or become unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with what the Parties would have stipulated in good faith according to the originally intended purposes from an economic perspective. The same shall apply in case of any gaps.

12.7. Exclusive application.

This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing. In the event that this EULA is translated in any other language, the English version shall prevail.

C.

1. GENERAL

In order to fulfill the requirements of the applicable data protection laws, concerning the TeamViewer IoT Monitoring and TeamViewer IoT Remote Control as well as the Server Services the parties, until further notice, agree on the following regulations concerning commissioned (data) processing which supplement the EULA. The details of the data processing are described in Annex 1.

2. RIGHTS AND OBLIGATIONS OF TEAMVIEWER

2.1 Compliance with Applicable Laws.

The obligations of TeamViewer shall arise from this Agreement and the applicable laws. The applicable laws shall particularly include the German Federal Data Protection Act (Bundesdatenschutzgesetz – “BDSG”) and the General Data Protection Regulation (“GDPR”).

2.2 Processing on Instructions Only.

TeamViewer shall only process personal data within the scope of this Section C and on documented instructions from the Customer mutually agreed by the parties in the EULA and the Performance Specification. Customer may issue additional instructions to the extent required in order to comply with the applicable data protection laws, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which TeamViewer is subject; in such a case, TeamViewer shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. TeamViewer shall ensure that this also applies for any persons granted access to personal data.

2.3 Obligation of Confidentiality.

TeamViewer shall ensure and provide verification upon request that those persons authorized to process personal data have committed themselves to confidentiality, unless they are subject to a statutory obligation of confidentiality.

2.4 Security Measures Pursuant to Art. 32 GDPR

2.4.1 Principle. TeamViewer declares that it will implement the necessary measures for the security of processing according to Art. 32 of the GDPR (collectively, the “Security Measures”).

2.4.2 Scope. For the concrete commissioned processing, a level of security appropriate to the risk for the rights and freedoms of the natural persons who are the subject of the processing shall be guaranteed. In this regard, the protection objectives of Art. 32(1) of the GDPR, especially the confidentiality, integrity, availability and resilience of the processing systems and services in terms of the nature, scope, context and purposes of the processing shall be taken into account in such a way that any risks shall be mitigated permanently through appropriate security measures.

2.4.4 Procedure for Reviewing. The data protection concept describes the procedures for regularly reviewing, assessing and evaluating the effectiveness of the security measures. Please contact us to receive a copy of our security measures.

2.4.5 Changes. The Security Measures are subject to technical progress and further developments. TeamViewer shall be permitted in principle to implement alternative adequate measures. The level of security may thereby not fall below the level existing prior to this Agreement on the basis of the Security Measures already implemented or to be implemented.

2.5 Engagement of Additional Processors.

The obligations of TeamViewer when engaging additional processors (“Subcontractors”) are regulated in clause 3.

2.6 Assistance with Safeguarding the Rights of Data Subjects.

TeamViewer shall assist the Customer by appropriate technical and organizational measures, insofar as this is possible, in fulfilling its obligations to respond to rights to rectification, deletion or blocking according to the BDSG or requests for exercising the data subject’s rights laid down in Chapter III of the GDPR. If a data subject should directly contact TeamViewer for the purposes of exercising the data subject’s rights, TeamViewer shall forward this request to the Customer without delay. All costs incurred insofar shall be born by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law.

2.7 Assistance with Ensuring Compliance with Art. 32 – 36 GDPR.

Taking into account the nature of processing and the information available to TeamViewer, TeamViewer shall assist the Customer in ensuring compliance with the obligations pursuant to Art. 32 – 36 GDPR, in particular with respect to the security of the processing, data protection impact assessments and consultation of supervisory authorities. All costs incurred insofar shall be born by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law. TeamViewer shall provide the Customer with the information required for the preparation of the list of processing operations.

2.8 Deletion and Return at the End of Processing.

At the choice of the Customer, TeamViewer shall delete or return the personal data that is the object of the commissioned data processing, unless the law of the European Union or a Member State to which TeamViewer is subject requires storage of the personal data.

TeamViewer shall make available to the Customer all information necessary to demonstrate compliance with the obligations resulting from clauses 2 and 3. In the event of any failure to provide such information or audit reports, TeamViewer will regularly, at least every 18 months, make available certificates of regular audits by a recognized auditor. TeamViewer allows for and contributes to additional audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; the costs for such additional audits shall be born by the Customer except in case TeamViewer’s certificate gives substantial rise to concerns of non-compliance.

2.10 Obligation to Notify Doubts About Instructions.

TeamViewer shall immediately inform the Customer if, in its opinion, the execution of an instruction could infringe any applicable data protection laws.

2.11 Obligation to Notify Breaches.

If TeamViewer detects any breaches of applicable data protection laws, this Agreement, instructions of the Customer relating to the data processing, or instructions of the data protection officer, TeamViewer shall notify the Customer without undue delay.

2.12 Designation of a Data Protection Officer.

TeamViewer has designated a data protection officer.

2.13 Disclosure or Publication of Appropriate or Suitable Safeguards for Transfers to a Third Country.

TeamViewer agrees to disclose or publish information on the appropriate or suitable safeguards that have been used to make a transfer to a third country to the extent that this is required under Art. 13(1) f) or 14(1) f) of the GDPR in order to inform the data subject.

3. SUBCONTRACTORS

3.1 Subcontractors Engaged Upon Conclusion of the Agreement.

TeamViewer has engaged a number of Subcontractors, and a list is available upon request.The Customer shall treat the list of Subcontractors as a confidential business secret and shall not disclose it to third parties.

3.2 Additional Subcontractors.

If TeamViewer would like to engage additional or different Subcontractors to render the contractually agreed services, such Subcontractors shall be selected using the due care required by law. TeamViewer shall give the data exporter prior notice of the appointment of any new Subcontractors 15 days in advance. The Customer may object against the instruction of the new Subcontractors on reasonable grounds. In case an understanding cannot be reached, TeamViewer is entitled to terminate the EULA with 2 weeks notice.

3.3 Obligations of Subcontractors

3.3.1 Structuring Contracts According to the Requirements of the Agreement. TeamViewer shall structure the contracts with Subcontractors in such a way that they comply with the requirements of the applicable data protection laws and this Agreement.

3.3.2 Engagement of Additional or Different Subcontractors. TeamViewer shall obligate any Subcontractors to commit in particular to refraining from engaging any additional or other Subcontractors to process personal data without complying with sec.3.2.

3.3.3 Checking Safeguards of Subcontractors. TeamViewer will examine whether sufficient safeguards will be provided to implement appropriate technical and organizational measures in such a way that the applicable data protection laws and this Agreement are complied with.

Annex 1: Details of the Data Processing According to Section C.

TeamViewer will examine whether sufficient safeguards will be provided to implement appropriate technical and organizational measures in such a way that the applicable data protection laws and this Agreement are complied with.

1. Object. The object of the data processing arises from the EULA.

2. Duration. The duration of the data processing shall depend on the term of the EULA.

3. Nature and Purpose of the Processing. TeamViewer shall process all personal data solely for the purposes of enabling the use of the products and services provided under the EULA and according to documented instructions on behalf of the Customer.

4. Type of Personal Data. The following types of personal data shall be processed:

4.1.3 Payment token – TeamViewer uses an external payment service provider and payments made in relation to an Account are identified through a token. TeamViewer therefore does not collect or process personal data associated with bank or payment card details.

4.3 Mobile Applications also use location information as defined by the network provider.

4.4 Location is an approximate city derived from IP address, based on connection to Internet Service Provider.

4.5 If dial-in selected as audio option, telephone number displays to identify participant. If caller ID is blocked by caller, this displays “Anonymous”.

4.6 Session or Blizz Meeting recordings are stored on customer device or own network and not held by TeamViewer.

4.7 For users participating in remote connections using a webapp rather than native application a subset of the above applies.

4.8 ITbrain provides remote backup functionality. TeamViewer has no access to this content and its maintenance remains under the control of the customer.

5. Categories of Data Subjects. The following categories of data subjects are affected by the processing:

5.1 Customers – a person identified as owning a product licence(s) or a person identified as primary contact within a commercial organisation owning a product licence(s)

5.2 Users – a person who uses a TeamViewer product

If the place of acquisition or your (main) place of residence are outside the USA, South America, or Canada, the provisions of our End User License Agreement under clause A shall apply to our contractual relationship.

If the place of acquisition or your (main) place of residence are in the USA, South America, or Canada, the provisions of our End User License Agreement under clause B shall apply to our contractual relationship.

Independent of your location of residence, a new section C. is added to the provisions of the End User License Agreement.

The original of End User License Agreement is drawn in the German language. In the countries Germany, Austria and Switzerland the German version shall prevail over the English version. In all other countries the English Version shall prevail. All other translations shall solely serve for a better understanding.

A.

1. Contents and formation of the Agreement

1.1. Parties and subject matter.

The provisions of the present End User License Agreement (EULA) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany (“TeamViewer”) and its customers (“Customer”) in respect of the provision of a standard software and the rendering of associated services. TeamViewer Remote Management is comprised of various independent modules (each module a “Software”). They may also be used separately. In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software (“Server Services”). The use of TeamViewer Remote Management requires in any event a free full version of TeamViewer. However, TeamViewer Remote Management is neither part of the TeamViewer license, nor is the corresponding TeamViewer license part of the TeamViewer Remote Management license or of its modules. If the Customer wishes to use TeamViewer Remote Management, a paid-up TeamViewer Remote Management license as well as a full version of TeamViewer are required. Customers of TeamViewer Remote Management may use the free version of the TeamViewer license for the purpose of using TeamViewer Remote Management. In so doing, the Customer must accept the EULA of the full version of TeamViewer. The use of TeamViewer Remote Management and of its modules therefore shall require acceptance of the provisions of this EULA as well as the EULA of the full version of TeamViewer. This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, and to apps for mobile terminals (e.g. iOS, Android) (“Apps”) as well as to the features and functions comprised in the software. The same shall apply to support services, which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. In detail, the following modules are available:

1.2. Formation and contents of the Agreement.

A contract for valuable consideration pursuant to the present EULA shall be formed if (i) the Customer goes through the web-based order process on the TeamViewer Remote Management website (https://www.teamviewer.com/remote-management/), ultimately clicking the “Purchase” / “Order” / “Subscribe” or similarly named button, or if (ii) the Customer and TeamViewer sign a written order form, or if (iii) the Customer orders by phone and receives an order confirmation by e-mail. Details about the Agreement (e.g. selected software, range of functions, term) shall follow from the options selected by the Customer and the information by TeamViewer during the order process or on the order form or in the order confirmation e-mail (hereinafter together “Order”, these EULA and the Order hereinafter together “Agreement”).

1.3. Test Phase Software. This EULA also applies to the use of the Software during the test phase.

1.4. No deviating regulations.

The application of provisions different from or in excess to these EULA shall be excluded. This shall apply in particular to the Customer’s general terms and conditions, even if TeamViewer accepts an Order from the Customer, in which the Customer refers to its general terms and conditions and/or if they are attached to a contractual document of the Customer and if TeamViewer does not object.

1.5. Obligations in electronic commerce.

Sections 312i para. 1 no.1, 2 and 3 as well as section 312i para. 1 sentence 2 BGB, which provide for certain obligations in the part of TeamViewer in electronic commerce contracts, shall herewith be excluded.

1.6. Test phase.

If the Order provides for a test phase, the Customer may within seven (7) calendar days from conclusion of the contract terminate or rescind the Agreement without notice with immediate effect. In this case, the Customer shall be refunded any already paid user fee or respectively, the purchase price.

2. Performance specifications and software activation

2.1. Performance specification.

The software’s functions shall follow from the product description available in the webshop and in particular from the range of functions specified in the Order (“Performance Specification”). The contractually stipulated properties of the software and server services shall be conclusively determined by the Performance Specification, and not by verbal or written statements made by TeamViewer in the lead-up to the conclusion of the Agreement. Individual functionalities of TeamViewer services depend on third-party products and services, which may change. This may require TeamViewer to adapt or limit its services accordingly.

2.2. No guarantees.

In case of doubt, warranties and representations of properties by TeamViewer shall be interpreted as such only if made in writing (and signed) and identified as “guarantee”. TeamViewer shall in particular not warrant that the specifications contained in our software, including its modules, meet the Customer’s needs, that the software, including its modules, can be operated without interruptions or faults. TeamViewer shall furthermore not warrant that it will be possible at all times to successfully perform data backups.

2.3. Provision and activation.

TeamViewer shall provide the software for online retrieval (download) by the Customer.

2.4. Activation.

Following completion of the Order, the Customer in case of fee-based use of TeamViewer shall be provided with a license key, which the Customer shall enter into the software. After entering the license key, the Customer shall have the rights of use and functionalities of the paid-up version pursuant to this Agreement.

3. Rights of use to the software

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (pursuant to applicable export control regulations; unless, the Customer in the order process is explicitly granted a right of use restricted to a specific territory), temporary, non-transferable and non-sublicensable right to install, run and use the software on computers to the extent of the scope of use specified in the Order and the present EULA.

3.2. Term of use

The rights of use granted under this Agreement shall be limited to the term of the Agreement (see clause 10).

3.3 Scope of use.

The scope of the granted rights and the permitted scope of use (e.g. number of end points and storage capacity) shall follow from the order and this EULA.

(i)Scope of use. The Software is available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Agreement. The Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

(ii) Scope of use based on service packages. The Customer may use the Software only in accordance with his ordered service packages. “Service packages” shall mean the modules individually assembled by the Customer in accordance with the features specified in the Order (such as end points, storage capacity).

The Order may indicate further restrictions of the permitted scope of use

3.4. Prohibition of excessive use.

Any use of the software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. In such case, TeamViewer shall retain the right to prohibit any use of the software. TeamViewer shall in such case notify the Customer in advance by e-mail that the software will be locked.

3.5. Source code.

The granted rights of use shall not comprise any rights to the software’s source code.

3.6. Conversions and decompilation.

The rights granted under this Agreement shall not comprise any rights to editing or decompiling the software. The Customer’s statutory rights, including without limitation pursuant to section 69e of the [German] of the Copyright Act (UrhG) shall remain unaffected.

3.7. Markings.

Markings of the software, including without limitation copyright notices, trademarks, serial numbers etc. may not be removed, modified or concealed.

3.8. Transfer to third parties.

The Customer shall not be entitled to transfer or provide the software to third parties in excess of the intended use, in particular not to dispose of or license the software.

3.9. Reservation of rights.

Unless the Customer has been explicitly granted rights of use to the software, any and all rights to the software shall remain with TeamViewer.

3.10. Program locks.

TeamViewer shall have the right, but not the duty to technically configure the software and the server services in such a way that it is impossible to exceed the permitted scope of use.

Server services and other services by TeamViewer

4.1 Server services.

To establish encrypted telecommunications connections between different users of the software, the software first has to communicate with TeamViewer servers (so-called “handshake”). In addition, the transmission of data in the context of using the software may require that encrypted data packages are forwarded by TeamViewer servers (so-called “routing”).

(i)Subject matter. TeamViewer is willing to provide the Customer with the relevant server services. In so doing it is not possible to rule out that the server services might be interrupted due to technical difficulties. The Internet connection between the Customer and the data center and the relevant required hardware and software (e.g. PC, operating system) shall not constitute part of TeamViewer’s services. The resulting costs shall be borne by the Customer.

(ii) Term. In case of subscriptions, the provision of server services may be limited to the term of the Agreement.

4.2. Installation, setup.

The Customer shall install and configure the software himself. The above services shall not be owed by TeamViewer.

4.3. Support.

TeamViewer shall owe support only to the extent that this has been explicitly stipulated. Any additional provided support may be modified or terminated by TeamViewer at any time. The Customer’s statutory warranty claims shall remain unaffected. If compensation has been stipulated for support services, such compensation shall not relate to satisfaction of the Customer’s statutory warranty claims.

4.4. Documentation.

TeamViewer shall provide a user manual in pdf in German and in English, which may be retrieved online. Additional languages may be offered by TeamViewer on a voluntary basis, but shall not be contractually owed. The documentation may be retrieved under https://www.teamviewer.com/en/remote-management/support/documents/. As has been stipulated by the Parties, all rights, claims, and benefits under such documentation shall remain with TeamViewer, as well as the rights to all copies, modifications and derived versions thereof, including without limitation to patent rights, copyrights, business secrets, trademark rights and any other intellectual property rights.

4.5. Minor updates.

TeamViewer may at its own discretion provide free minor software updates for download. Minor updates shall be identified by TeamViewer by changing the digit after the main version number (e.g. version XX.1, XX.2). Minor updates may comprise bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations). There shall be no duty to provide minor updates. The Customer’s warranty claims shall remain unaffected. The Customer shall be required at his own expense to input the respective current software update of the main version used by him. The rights of use according to the software as such shall apply accordingly to minor updates (clause 3).

4.6. Programming interfaces.

At the discretion of TeamViewer, the software or server services may provide programming interfaces or other software interfaces (“API“), which applications of third parties or of the Customer (“Third-Party Software”) may use to communicate with the software or with the servers of TeamViewer. TeamViewer may at any time modify or shut down APIs. There shall be no claim to retaining existing APIs. The respective provider shall be responsible for the Third-Party Software. The provisions of this Agreement shall not apply to Third-Party Software.

4.7. Changes to services.

TeamViewer may modify the software as part of updates and server services (including system requirements) for good cause. Such good cause shall include without limitation if the modification is required because of (i) a necessary adjustment to a new legal situation or case law, (ii) changed technical framework conditions (new encryption standards) or (iii) safeguarding of the system security.

Customer’s duties and obligations

5.1 Lawful use.

The Customer shall use the software and the server services only within the context of the provisions of this Agreement and pursuant to applicable statutory provisions and shall not infringe any third-party rights when using the above. When using the above, he shall in particular comply with the data protection and export control regulations.

5.2. Export controls and economic sanctions.

Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons. Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Clause 5.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

Restricted Party means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Cuba, Iran, North Korea, Sudan and Syria.

Sanctions means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3. System requirements.

The requirements of the Customer’s software and hardware are set forth in the user manuals and in the performance specification (see clause 2.1 and 4.4). Before using the software, the Customer shall familiarize himself with the system requirements and shall use the software in line with them.

6.1 Confidentiality.

The products offered for purchase comprise essential components (e.g. algorithms and logic), which constitute both confidential information and business secrets. Any disclosure of such information and business secrets by the Customer is therefore prohibited. They are furthermore protected in particular by U.S., EU and international patent and copyright laws.

6.2. Data protection.

TeamViewer strictly complies with the applicable data protection laws. TeamViewer shall collect, process, and use Customer data for execution and implementation of the contractual relationship with the Customer, including without limitation for the successful establishment of Internet-based connections. Customer data shall not be disclosed to third-party advertisers without prior approval. Non-personal or anonymous data may be collected automatically in order to improve functionality and handling of the products. The Customer acknowledges and agrees that the collected non-personal or anonymous data may be transmitted for processing to any branches, subsidiaries or affiliates worldwide. For a detailed description regarding collection, processing, and use of personal data by TeamViewer refer to the Privacy Statement under https://www.teamviewer.com/en/remote-management/privacy/.

Limitation of liability

7.1 Exclusion in specific cases.

TeamViewer shall be liable for damages within the scope of statutory provisions to the extent that such damage

(i) was caused with intention or gross negligence on the part of TeamViewer or

(ii) with slight negligence on the part of TeamViewer and is due to any material breach of duty, jeopardizing realization of the purpose of this Agreement, or due to the breach of obligations, which must be satisfied to allow for the due performance of this Agreement, and where the Customer may rely on their compliance (cardinal duties), or

(iii) which are due to injury to life, limb, or health of any person, assumption of an explicit warranty, malicious concealment of a defect or any provision of the [German] Product Liability Act.

Subject to this clause, TeamViewer shall be liable for restoring data, for data losses and for the corruption of data only if the Customer has regularly created backup copies and has ensured that it is possible to reconstruct the data from such backup copies with reasonable effort. In such case, the liability of TeamViewer shall be limited to the typical foreseeable damage. Any further liability for data losses shall be excluded. Subject to this clause, TeamViewer shall furthermore not be liable for any damage incurred by the Customer or a third party because the software and its modules do not recognize all malware or third-party programs or fails to notify the Customer. TeamViewer shall not be liable for events of force majeure, which make it considerably more difficult to perform its contractual performance or which temporarily impede the due performance of the Agreement or make it impossible. Force majeure shall include any circumstances unrelated to the intention and influence of the contracting parties, such as acts of God, government actions, blockades, war and other military conflicts, mobilization, civil commotion, terrorist attacks, strikes, lockouts, and other labor conflicts, confiscation, embargoes or other facts, which are unforeseeable, serious and due to no fault on the part of the contracting parties, and which occur after conclusion of this Agreement. Moreover, any liability on the part of TeamViewer shall be excluded regardless of the legal grounds.

7.2. Limitation of the amount.

In case of clause 7.1 sentence 1 (ii) (slightly negligent infringement of cardinal duties), TeamViewer shall only have a limited liability for the typically foreseeable damage under an Agreement of this type.

7.3. Limitation.

Unless a short term has been stipulated and subject to clause 7.1 sentence 1 (i), (ii) and (iii), the client’s claims for damages shall lapse after one year. The term shall commence at the end of the year in which the claim has arisen and the client has become aware of the circumstances giving rise to the claim and of the person who is the debtor or could have become aware in the absence of gross negligence.

7.4. Employees and agents of TeamViewer.

The limitations of liability in clause 7.1 through 7.3 shall also apply in case of claims against employees and agents of TeamViewer.

User fee, price changes, and default in payment

8.1. User fee.

For the rights of use to the software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the recurring user fee set forth in the Order, unless the Order specifies use free of charge.

8.2. Due date.

Unless otherwise specified in the Order, the user fee shall be due upon invoicing.

8.3. Changes to the scope of use.

The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 10.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

8.4. Invoicing.

Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) – if created – by uploading it to the Customer’s TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

8.5. Payment types.

Invoice amounts may be paid by credit card. Additional payment types (e.g. SEPA direct debit or check) shall follow from the information provided during the order process. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

8.6. Prices, fees, and taxes.

The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Prices shall in principle not include any sales, excise, value added or any other tax (including applicable withholding tax); the Customer shall be responsible for paying tax. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

8.7. Price changes.

TeamViewer shall be entitled to increase the user fee in a reasonable manner with effect from the end of an initial term or a renewal term. TeamViewer shall announce the increase at least 28 calendar days beforehand. The Customer may object to the increase within 14 calendar days of the announcement, in which case the Agreement shall be terminated at the end of the respective Initial Term or Renewal Term (c.f. clause 10.1). If the Customer does not object, this shall be considered approval of the increase. TeamViewer shall notify the Customer in the announcement about such effect of his silence.

8.8 Default in payment.

The occurrence of default in payment and default interest shall be governed by statutory provisions, including without limitation sections 286 and 288 BGB. In addition, the following provisions shall apply:

(i) Dunning fee. In case of a second reminder, TeamViewer shall be entitled to charge a reasonable dunning fee.

(ii) Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services (“Locking”). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the software. There shall be no Locking or it shall be lifted once the Customer has made full payment. While locked, various modules cannot be utilized in accordance with the service package. During Locking, the Customer shall remain obligated to pay the user fee.

(iii) Termination in case of default in payment. TeamViewer may terminate the Agreement for cause if the Customer defaults on the payment of the user fee and fails to cure the breach within fifteen (15) days of receiving notice from TeamViewer. Termination is in addition to (and not in lieu of) any other rights and remedies available to TeamViewer hereunder or at law.

Warranty for defects

9.1. Freedom from defects and condition.

TeamViewer shall provide the software free from any defects in quality or title and throughout the term of the Agreement shall maintain it in a condition suitable for contractual use.

9.2. Maintenance obligation.

The obligation to maintain the software shall not comprise adapting the software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or maintaining the compatibility of TeamViewer Remote Management with full versions of TeamViewer, which TeamViewer no longer supports.

9.3. Defect removal.

The Customer shall preferentially report defects of the software or of the server services through the webshop provided by TeamViewer under https://www.teamviewer.com/en/remote-management/support/contacts/ and to the extent possible and reasonable, shall explain the particular circumstances under which the fault occurred (e.g. screenshots, log data). TeamViewer shall remove defects within a reasonable period of time. TeamViewer may remove defects in the form of updates and patches if the contractual range of functions is maintained and if the transfer does not result in significant disadvantages. The Customer shall bear the costs of installation. TeamViewer shall furthermore be entitled to temporarily instruct the Customer about options to bypass a defect and to remove the defect subsequently by adapting the software or server services if this can reasonably be expected from the Customer.

9.4. Termination.

Termination by the Customer pursuant to section 543 para. 2 sentence 1 no. 1 BGB because of the failure to provide contractual use shall be permitted only if TeamViewer has been given adequate opportunities to remove the defect and if this has failed.

9.5. Initial impossibility.

9.6. Limitation.

Warranty claims shall lapse after twelve months. This shall not apply in case of warranty claims subject to mandatory statutory liability on the part of TeamViewer (e.g. in case of malice, cf. clause 7.1 sentence 1).

9.7. Statutory provisions.

Term and termination

10.1. Term and ordinary termination.

Unless specified otherwise in the Order, the following shall apply: If the Agreement has a term of twelve (12) months (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further twelve (12) months at a time (“Renewal Term”), unless the Agreement is terminated by either party with 28 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further month at a time (“Renewal Term”), unless the Agreement is terminated by either party with 14 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term.

10.2. Extraordinary termination.

The right to terminate for good cause shall remain unaffected. The termination right of TeamViewer in case of default in payment shall be subject to clause 8.8.(iii).

10.3. Termination notice.

Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate the Agreement. TeamViewer may also terminate an Agreement by way of a corresponding notice in the software.

10.4. Consequences of termination.

Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the software, and in the TeamViewer Remote Management account or the TeamViewer Management Console. The above shall apply in particular to data stored by the Customer in the TeamViewer Backup module. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the software’s functions and to store them for further use. TeamViewer shall not be required to surrender the data in any other way. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data.

General provisions

11.1. Amendments to the general terms and conditions.

TeamViewer shall in principle be entitled to amend these EULA at any time. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

11.2. Communication by e-mail.

Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.teamviewer.com/en/remote-management/support/contacts/.

11.3. Applicable law.

This Agreement and any disputes in connection with it shall be exclusively governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

11.4. Place of jurisdiction.

The exclusive place of jurisdiction shall be Stuttgart, Germany. TeamViewer shall still be entitled to file a suit at the Customer’s domicile.

11.5. Severability.

If individual provisions of this Agreement are or become unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with what the Parties would have stipulated in good faith according to the originally intended purposes from an economic perspective. The same shall apply in case of any gaps.

11.6. Exclusive application.

This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing.

B.

1. Contents and formation of the Agreement

1.1. Parties and subject matter.

The provisions of the present End User License Agreement (EULA) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany (“TeamViewer”) and its customers (“Customer”) in respect of the provision of a standard software and the rendering of associated services. According to the product description, the software provided by TeamViewer allows for the remote maintenance of computers and for holding online meetings and shall be installed on the Customer’s computers (“Software”). In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software (“Server Services”). The use of TeamViewer Remote Management requires in any event a free full version of TeamViewer. However, TeamViewer Remote Management is neither part of the TeamViewer license, nor is the corresponding TeamViewer license part of the TeamViewer Remote Management license or of its modules. If the Customer wishes to use TeamViewer Remote Management, a paid-up TeamViewer Remote Management license as well as a full version of TeamViewer are required. Customers of TeamViewer Remote Management may use the free version of the TeamViewer license for the purpose of using TeamViewer Remote Management. In so doing, the Customer must accept the EULA of the full version of TeamViewer. The use of TeamViewer Remote Management and of its modules therefore shall require acceptance of the provisions of this EULA as well as the EULA of the full version of TeamViewer. This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, to apps for mobile terminals (e.g. iOS, Android) (“Apps”) as well as to the features and functions comprised in the Software. The same shall apply to support services, which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. In detail, the following modules are available:

1.2. Formation and contents of the Agreement.

A contract for valuable consideration pursuant to the present EULA shall be formed if (i) the Customer goes through the web-based order process on the TeamViewer Remote Management website (https://www.teamviewer.com/remote-management/), ultimately clicking the “Purchase” / “Order” / “Subscribe” or similarly named button, or if (ii) the Customer and TeamViewer sign a written order form, or if (iii) the Customer orders by phone and receives an order confirmation by e-mail. Details about the Agreement (e.g. selected software, range of functions, term) shall follow from the options selected by the Customer and the information by TeamViewer during the order process or on the order form or in the order confirmation e-mail (hereinafter together “Order”, these EULA and the Order hereinafter together “Agreement”).

1.3. Test Phase Software.

This EULA also applies to the use of the Software during the test phase.

1.4. No deviating regulations.

The application of provisions different from or in excess to these EULA shall be excluded. This shall apply in particular to the Customer’s general terms and conditions, even if TeamViewer accepts an Order from the Customer, in which the Customer refers to its general terms and conditions and/or if they are attached to a contractual document of the Customer and if TeamViewer does not object.

1.5. Test phase.

If the Order provides for a test phase, the Customer may within seven (7) calendar days from conclusion of the contract terminate or rescind the Agreement without notice with immediate effect. In this case, the Customer shall be refunded any already paid user fee or respectively, the purchase price.

2. Performance specifications and Software activation

2.1. Performance specification.

The Software’s functions shall follow from the product description available in the webshop and in particular from the range of functions specified in the Order (“Performance Specification”). The contractually stipulated properties of the Software and server services shall be conclusively determined by the Performance Specification, and not by verbal or written statements made by TeamViewer in the lead-up to the conclusion of the Agreement. Individual functionalities of TeamViewer services depend on third-party products and services, which may change. This may require TeamViewer to adapt or limit its services accordingly.

2.2. Provision and activation.

TeamViewer shall provide the Software for online retrieval (download) by the Customer. TeamViewer shall in particular not warrant that the specifications contained in our Software, including its modules, meet the Customer’s needs, that the Software, including its modules can be operated without interruptions or faults. TeamViewer shall furthermore not warrant that it will always be possible to successfully perform data backups.

2.3. Activation.

Following completion of the Order, the Customer in case of fee-based use of TeamViewer shall be provided with a license key, which the Customer shall enter into the Software. After entering the license key, the Customer shall have the rights of use and the functionalities of the paid-up version pursuant to this Agreement.

3. Rights of use to the Software

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (pursuant to applicable export control regulations; unless, the Customer in the order process is explicitly granted a right of use restricted to a specific territory), temporary, non-transferable and non-sublicensable right to install, run and use the Software on computers to the extent of the scope of use specified in the Order and the present EULA.

3.2. Term of use.

The rights of use granted under this Agreement shall be limited to the term of the Agreement (see clause 11).

3.3 Scope of use.

The scope of the granted rights and the permitted scope of use (e.g. number of end points and storage capacity) shall follow from the order and this EULA.

(i) Scope of use. The Software is available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Agreement. The Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

(ii) Scope of use based on service packages. The Customer may use the Software only in accordance with his ordered service packages. “Service packages” shall mean the modules individually assembled by the Customer in accordance with the features specified in the Order (such as end points, storage capacity).

The Order may indicate further restrictions of the permitted scope of use

3.4. Prohibition of excessive use.

Any use of the Software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. In such case, TeamViewer shall retain the right to prohibit any use of the Software. TeamViewer shall in such case notify the Customer in advance by e-mail that the Software will be locked.

3.5. Source code.

The granted rights of use shall not comprise any rights to the Software’s source code.

3.6. Restrictions.

The Customer shall not do or procure any third parties to do any of the following: (i) decompile, reverse engineer, or disassemble in any way source codes or underlying ideas or algorithms in connection with the Software or in any other way try to derive, analyze, or use the above, except and only to the extent that the provisions of the preceding paragraph are explicitly prohibited by law, (ii) except to the extent that this is explicitly stipulated in the present Agreement – cf. 3.1 sentence 2 – provide, lease, let, use for time share or service office purposes, as well as in any other way use or grant the use of the Software for the benefit of third parties, (iii) modify the Software or create derivative forms of the Software or (iv) remove product markings, copyright notices, or any other notices on this or any other Software. The Customer undertakes to treat the Software in confidence, not to disclose or use it, unless this is explicitly permitted in this Agreement. The Customer acknowledges and agrees that there will be no adequate remedies in the event of a breach of this paragraph 3.6 and that any such breach of the above obligations would cause irredeemable damage to TeamViewer, where financial compensation would not constitute adequate indemnification, and that TeamViewer in addition to its other rights and remedies may assert claims to other remedies or interlocutory relief.

3.7. Reservation of rights.

Inter partes, TeamViewer shall retain any and all rights and claims to the Software (and to the Software updates provided by TeamViewer) as well as to any copies, modifications, and derived versions of the Software, including without limitation any and all patent and copyrights, rights to business secrets and trademarks as well as any other protective or intellectual property rights.

3.8. Program locks.

TeamViewer shall have the right, but not the duty to technically configure the Software and the server services in such a way that it is impossible to exceed the permitted scope of use.

4. Server services and other services by TeamViewer

4.1 Server services.

To establish encrypted telecommunications connections between different users of the Software, the Software first has to communicate with TeamViewer servers (so-called “handshake”). In addition, the transmission of data in the context of a section (e.g. online meeting or remote maintenance) may require that encrypted data packages are forwarded by TeamViewer servers (so-called “routing”).

(i) Subject matter. TeamViewer is willing to provide the Customer with the relevant server services. In so doing it is not possible to rule out that the server services might be interrupted due to technical difficulties. The Internet connection between the Customer and the data center and the relevant required hardware and software (e.g. PC, operating system) shall not constitute part of TeamViewer’s services. The resulting costs shall be borne by the Customer.

(ii) Term. In case of subscriptions, the provision of server services may be limited to the term of the Agreement.

4.2. Installation, setup.

The Customer shall install and configure the Software himself. The above services shall not be owed by TeamViewer.

4.3. Support.

TeamViewer shall owe support only to the extent that this has been explicitly stipulated. Any additional provided support may be modified or terminated by TeamViewer at any time. The Customer’s statutory warranty claims shall remain unaffected. If compensation has been stipulated for support services, such compensation shall not relate to satisfaction of the Customer’s statutory warranty claims.

4.4. Documentation.

TeamViewer shall provide a user manual in pdf in German and in English, which may be retrieved online. Additional languages may be offered by TeamViewer on a voluntary basis, but shall not be contractually owed. The documentation may be retrieved from https://www.teamviewer.com/en/remote-management/support/documents/. As has been stipulated by the Parties, all rights, claims, and benefits under such documentation shall remain with TeamViewer, as well as the rights to all copies, modifications and derived versions thereof, including without limitation to patent rights, copyrights, business secrets, trademark rights and any other intellectual property rights.

4.5. Minor updates.

TeamViewer may at its own discretion provide free minor Software updates for download. Minor updates shall be identified by TeamViewer by changing the digit after the main version number (e.g. version XX.1, XX.2). Minor updates may comprise bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations). There shall be no duty to provide minor updates. The Customer’s warranty claims shall remain unaffected. The Customer shall be required at his own expense to input the respective current Software update of the main version used by him. The rights of use according to the Software as such shall apply accordingly to minor updates (clause 3).

4.6. Programming interfaces.

At the discretion of TeamViewer, the Software or server services may provide programming interfaces or other Software interfaces (“API”), which applications of third parties or of the Customer (“Third-Party Software”) may use to communicate with the Software or with the servers of TeamViewer. TeamViewer may at any time modify or shut down APIs. There shall be no claim to retaining existing APIs. The respective provider shall be responsible for the Third-Party Software. The provisions of this Agreement shall not apply to Third-Party Software.

4.7. Changes to services.

TeamViewer may modify the Software as part of updates and server services (including system requirements) for good cause. Such good cause shall include without limitation if the modification is required because of (i) a necessary adjustment to a new legal situation or case law, (ii) changed technical framework conditions (new encryption standards) or (iii) safeguarding of the system security.

5. Customer’s duties and obligations

5.1 Lawful use.

The Customer shall use the Software and the server services only within the context of the provisions of this Agreement and pursuant to applicable statutory provisions and shall not infringe any third-party rights when using the above. When using the above, he shall in particular comply with the data protection and export control regulations. If the Customer has booked the TeamViewer Backup module and if he is a covered entity, a business associate or a representative of a covered entity or of a business associate (pursuant to the definition of these terms in 45 C.F.R § 160.103), the Customer agrees not to use any component, function, or other facility of TeamViewer Backup in order to create, receive, manage, or transmit any “protected health information” of any kind (pursuant to the definition of this term in 45 C.F.R § 160.103) or to use TeamViewer Backup in any way resulting in TeamViewer becoming his business associate or a third party’s business associate.

5.2. Export controls and economic sanctions.

Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons. Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Clause 5.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

Restricted Party means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Cuba, Iran, North Korea, Sudan and Syria.

Sanctions means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3. Restricted right of the U.S. Government.

The Software shall be deemed commercial computer software within the meaning of FAR 12.212 and shall be subject to restricted rights within the meaning of FAR Section 52.227-19 “Commercial Computer Licensed Software – Restricted Rights” or respectively, DFARS 227.7202, “Rights in Commercial Computer Licensed Software or Commercial Computer Licensed Software Documentation” as well as successor regulations, if any. Any use, modification, reproduction version, presentation, notification, or disclosure of the Software by the U.S. Government shall be made exclusively pursuant to the provisions of this Agreement.

5.4. System requirements.

The requirements of the Customer’s software and hardware are set forth in the user manuals and in the performance specification (see clause 2.1 and 4.4). Before using the Software, the Customer shall familiarize himself with the system requirements and shall use the Software in line with them.

6. Confidentiality and data protection

6.1 Confidentiality.

The products offered for acquisition, including the Software and any and all manuals and documentation provided by TeamViewer comprise essential components (e.g. algorithms and logic), which constitute confidential information and business secrets and which are deemed confidential information of TeamViewer. The Customer shall not disclose any confidential information of TeamViewer to third parties and shall use confidential information of TeamViewer only in accordance with this Agreement.

6.2. Data protection.

TeamViewer strictly complies with applicable data protection laws. TeamViewer shall collect, process, and use Customer data for execution and implementation of the contractual relationship with the Customer, including without limitation for the successful establishment of Internet-based connections. Customer data shall not be disclosed to third-party advertisers without prior approval. Non-personal or anonymous data may be collected automatically in order to improve functionality and handling of the products. The Customer acknowledges and agrees that the collected non-personal or anonymous data may be transmitted for processing to any branches, subsidiaries or affiliates worldwide. For a detailed description regarding collection, processing, and use of personal data by TeamViewer refer to the Privacy Statement under https://www.teamviewer.com/en/remote-management/privacy/.

7. Limitation of liability

TO THE EXTENT PERMITTED BY LAW, TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES SHALL UNDER NO CIRCUMSTANCES BE LIABLE VIS-À-VIS THE CUSTOMER FOR (i) THE COSTS OF ACQUIRING REPLACEMENT GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OR LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOST REVENUES, LOST ORDERS, LOST GOODWILL, OR THE FAILURE TO REALIZE EXPECTED SAVINGS OR THE LOSS OF WORKING TIME OF MANAGEMENT OR STAFF, OR (ii) SPECIAL, INCIDENTAL, OR INDIRECT DAMAGE OCCURRING DIRECTLY OR INDIRECTLY DUE TO THIS AGREEMENT, EVEN IF TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES WERE NOTIFIED ABOUT THE POSSIBILITY THAT SUCH DAMAGE MIGHT OCCUR. THE LIABILITY OF TEAMVIEWER SHALL UNDER NO CIRCUMSTANCES EXCEED THE CHARGES, WHICH HAVE IN FACT BEEN PAID BY THE CUSTOMER WITHIN A PERIOD OF SIX (6) MONTHS FOR THE SOFTWARE OR SERVICE PRIOR TO OCCURRENCE OF THE EVENT GIVING RISE TO THE DAMAGE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF TEAMVIEWER VIS-À-VIS THE CUSTOMER FOR CULPABLY CAUSING DEATH OR BODILY INJURY OR ANY OTHER LIABILITY, WHERE EXCLUSION OR LIMITATION IS PROHIBITED BY LAW. THE EXCLUSIONS OR LIMITATIONS OF LIABILITY STIPULATED IN THIS EULA SHALL APPLY REGARDLESS OF WHETHER OR NOT THE CUSTOMER ACCEPTS THE SOFTWARE, SERVICES, OR UPDATES.

8. Indemnification

8.1. Indemnification by the Customer.

The Customer undertakes to indemnify and hold TeamViewer, any affiliates, managing directors, directors, partners, contractors or licensors of TeamViewer harmless for and against any and all direct and indirect damage, costs, and expenses (including any and all attorneys’ fees and legal costs) which are incurred by TeamViewer because of complaints, claims, demands, penalty payments, or any other third-party procedures or regulatory charges, conditions, or penalty payments, and which are based on a breach of this EULA by the Customer or on any use of the Software in breach of the law or contrary to any duties.

8.2. Indemnification procedure.

TeamViewer shall notify the Customer in due time in writing about any complaints, demands, penalty payments or other third-party procedures or respectively, about any regulatory charges, conditions, or penalty payments. In such case, TeamViewer may decide at its own discretion if TeamViewer (i) will assume or procure legal representation or respectively, defense and if the Customer will bear the costs, or (ii) if it will assign legal representation or defense to the Customer. If TeamViewer assigns legal representation or respectively, defense to the Customer, the Customer shall at his own expense select an appropriately qualified lawyer and other representatives of his choice for legal representation. In any case, TeamViewer shall retain the right to enter into a settlement with the third party or to arrange for other compensation. The above shall apply even if TeamViewer has assigned legal representation or respectively, defense to the Customer. The Customer shall be obligated to indemnify and hold TeamViewer harmless, irrespective of whether or not TeamViewer has settled with the third party and regardless of the decision made by TeamViewer pursuant to this clause.

User fee, price changes, and default in payment

9.1. User fee.

For the rights of use to the Software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the recurring user fee set forth in the Order, unless the Order specifies use free of charge.

9.2. Due date.

Unless otherwise specified in the Order, the user fee shall be due upon invoicing.

9.3. Changes to the scope of use.

The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 11.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

9.4. Invoicing.

Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) – if created – by uploading it to the Customer’s TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

9.5. Payment types.

Invoice amounts may be paid by credit card. Additional payment types (e.g. SEPA direct debit or check) shall follow from the Order. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

9.6. Prices, fees, and taxes.

The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Prices shall in principle not include any sales, excise, value added or any other tax (including applicable withholding tax); you shall be responsible for paying tax. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

9.7. Price changes.

TeamViewer shall be entitled to increase the user fee, i.e. at the end of the initial term (usually 12 months) or at the end of the renewal term. The Customer shall be notified accordingly no later than sixty days prior to the increase of the user fee.

9.8 Default in payment.

(i) Default interest. On any undisputed user fee, which has not been paid on time, TeamViewer may charge the Customer default interest in an amount equivalent to the lower of one-and-a-half percent (1.50%) per month or the maximum interest rate permitted by law.

(ii) Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services (“Locking”). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the Software. While locked, the services of the various modules cannot be utilized. During Locking, the Customer shall remain obligated to pay the user fee.

(iii) Termination in case of default in payment. TeamViewer may terminate the Agreement if the Customer is in default with payment of the user fee and fails to remedy such default within fifteen (15) days from receipt of a corresponding notification from TeamViewer. The option to terminate shall exist in addition to (and not instead of) any other rights and remedies due to TeamViewer under this Agreement or under law or equity.

10. Warranty for defects

10.1. Warranty, no guarantee.

TeamViewer undertakes to ensure that during the term of a subscription, the Software as well as the server services shall in every material respect comply with the respective product description. However, TeamViewer shall under no circumstances vouch to be able to remove any reported defects or that use of the Software and the server services will be uninterrupted or without any faults. TeamViewer shall furthermore not represent any properties or third-party services. In the event of a breach of any obligations under sentence 1, TeamViewer shall without additional costs for the Customer perform any subsequent improvements which are necessary for the Software and server services to comply with the assumed obligations. The Customer shall give TeamViewer adequate opportunity to remove any breach of duty and shall provide support for the removal of defects. However, in this regard, the claim to subsequent improvement shall be the Customer’s sole claim in the event of a breach of duty on the part of TeamViewer within the meaning of sentence 1. However, if TeamViewer after several attempts is unable to remove the defect of a Software or server service and if it therefore is unable to remove the breach of duty according to sentence 1, the Customer shall only be entitled to terminate the Agreement. In this case, TeamViewer shall compensate the Customer in advance for any amounts paid by the Customer to TeamViewer for the Software and server services for the remaining part of the term of the subscription. Any obligation on the part of TeamViewer about any kind of remedy in the event of defects resulting from accident, abuse, unauthorized repairs, modifications, or expansions or in case of improper use shall be excluded. THE ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE CLAIM ON THE PART OF THE CUSTOMER IN CASE OF ANY BREACH OF DUTY UNDER THIS PROVISION.

10.2. Maintenance obligation.

The obligation to maintain the Software shall not comprise adapting the Software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or a full version of TeamViewer, which TeamViewer no longer supports.

10.3. DISCLAIMER OF WARRANTY, GUARANTEE, LIABILITY.

TO THE EXTENT PERMITTED BY LAW, THE WARRANTY AND LIABILITY CLAIMS SET FORTH IN PARAGRAPH 10 ABOVE SHALL CONSTITUTE THE CUSTOMER’S EXCLUSIVE CLAIMS AND SHALL APPLY INSTEAD OF ANY OTHER EXPLICIT OR IMPLICIT CLAIMS, INCLUDING WITHOUT LIMITATION ANY IMPLIED CLAIMS WITH A VIEW TO MARKETABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER SHALL NOT VOUCH FOR THE SOFTWARE OR THE SERVICES MEETING THE CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR THE SERVICES, INCLUDING THE SERVER SERVICES, WILL BE UNINTERRUPTED OR WITHOUT DEFECTS. THE CUSTOMER MAY HAVE OTHER RIGHTS, WHICH MAY VARY DEPENDING ON THE STATE OR COUNTRY.

11. Term and termination

11.1. Term and ordinary termination.

Unless otherwise specified in the Order, the following shall apply: If the Agreement has a term of twelve (12) months (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further twelve (12) months at a time (“Renewal Term”), unless the Agreement is terminated by either party with 28 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further month at a time (“Renewal Term”), unless the Agreement is terminated by either party with 14 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term.

11.2. Termination because of breach of a contractual duty.

Either Party may terminate the Agreement in case of a major breach of a contractual duty by the respective other Party, unless the relevant breach of duty has been remedied within thirty (30) days from written notification (whereby the Customer shall be given only fifteen (15) days to remove any failure / default of payment).

11.3. Termination notice.

Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate. TeamViewer may also terminate an Agreement by way of a corresponding notice in the Software.

11.4. Consequences of termination.

Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the Software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the Software, and in the TeamViewer Remote Management account or the TeamViewer Management Console. The above shall apply in particular to data stored by the Customer in the TeamViewer Backup module. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the Software’s functions and to store them for further use. TeamViewer shall not be required to surrender the data in any other way. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data.

12. General provisions

12.1. Amendments to the general terms and conditions.

TeamViewer shall in principle be entitled to amend these EULA. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

12.2. Communication by e-mail.

Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.teamviewer.com/en/remote-management/support/contacts/.

12.3. Applicable law, severability, waiver.

The contractual relationship between TeamViewer and the Customer shall be governed by the laws of the State of New York, United States of America. Applicable law shall not include the provisions of the United Nations Convention on Contracts for the International Sale of Goods, including amendments, if any, or conflict of law rules. If a provision of this Agreement is found to be invalid or unenforceable as a whole or in part, the relevant provision shall be enforced to the extent permitted. The remaining provisions of the Agreement shall remain in force and effect. The waiver of asserting a breach of duty, including without limitation in case of default, shall not be deemed a waiver of asserting subsequent breaches of duty, in particular in the event of default.

12.4. Place of jurisdiction.

TeamViewer and the Customer shall unconditionally and irrevocably agree to the exclusive jurisdiction of the federal and state courts in New York County, New York, for any processes, complaints, or litigation resulting from or in connection with this Agreement or the transactions contemplated in it. TeamViewer and the Customer herewith waive any objection to such courts for the purpose of conducting such processes, complaints, or litigation.

12.5. Exclusive application.

This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing.

C.

1. GENERAL

In order to fulfill the requirements of the applicable data protection laws, concerning the modules TeamViewer Monitoring & Asset Management, TeamViewer Endpoint Protection and TeamViewer Backup as well as the Server Services the parties, until further notice, agree on the following regulations concerning commissioned (data) processing which supplement the EULA. The details of the data processing are described in Annex 1.

2. RIGHTS AND OBLIGATIONS OF TEAMVIEWER

2.1. Compliance with Applicable Laws.

The obligations of TeamViewer shall arise from this Agreement and the applicable laws. The applicable laws shall particularly include the German Federal Data Protection Act (Bundesdatenschutzgesetz – “BDSG”) and the General Data Protection Regulation (“GDPR”).

2.2 Processing on Instructions Only.

TeamViewer shall only process personal data within the scope of this Section C and on documented instructions from the Customer mutually agreed by the parties in the EULA and the Performance Specification. Customer may issue additional instructions to the extent required in order to comply with the applicable data protection laws, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which TeamViewer is subject; in such a case, TeamViewer shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. TeamViewer shall ensure that this also applies for any persons granted access to personal data.

2.3 Obligation of Confidentiality.

TeamViewer shall ensure and provide verification upon request that those persons authorized to process personal data have committed themselves to confidentiality, unless they are subject to a statutory obligation of confidentiality.

2.4 Security Measures Pursuant to Art. 32 GDPR

2.4.1 Principle.

TeamViewer declares that it will implement the necessary measures for the security of processing according to Art. 32 of the GDPR (collectively, the “Security Measures”).

2.4.2 Scope.

For the concrete commissioned processing, a level of security appropriate to the risk for the rights and freedoms of the natural persons who are the subject of the processing shall be guaranteed. In this regard, the protection objectives of Art. 32(1) of the GDPR, especially the confidentiality, integrity, availability and resilience of the processing systems and services in terms of the nature, scope, context and purposes of the processing shall be taken into account in such a way that any risks shall be mitigated permanently through appropriate security measures.

2.4.3 Data Protection Concept.

The data protection concept describes in detail the selection of security measures. Please contact us to receive a copy of our security measures.

2.4.4 Procedure for Reviewing.

The data protection concept describes the procedures for regularly reviewing, assessing and evaluating the effectiveness of the security measures. Please contact us to receive a copy of our security measures.

2.4.5 Changes.

The Security Measures are subject to technical progress and further developments. TeamViewer shall be permitted in principle to implement alternative adequate measures. The level of security may thereby not fall below the level existing prior to this Agreement on the basis of the Security Measures already implemented or to be implemented.

2.5 Engagement of Additional Processors.

The obligations of TeamViewer when engaging additional processors (“Subcontractors”) are regulated in clause 3.

2.6 Assistance with Safeguarding the Rights of Data Subjects.

TeamViewer shall assist the Customer by appropriate technical and organizational measures, insofar as this is possible, in fulfilling its obligations to respond to rights to rectification, deletion or blocking according to the BDSG or requests for exercising the data subject’s rights laid down in Chapter III of the GDPR. If a data subject should directly contact TeamViewer for the purposes of exercising the data subject’s rights, TeamViewer shall forward this request to the Customer without delay. All costs incurred insofar shall be born by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law.

2.7 Assistance with Ensuring Compliance with Art. 32 – 36 GDPR.

Taking into account the nature of processing and the information available to TeamViewer, TeamViewer shall assist the Customer in ensuring compliance with the obligations pursuant to Art. 32 – 36 GDPR, in particular with respect to the security of the processing, data protection impact assessments and consultation of supervisory authorities. All costs incurred insofar shall be born by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law. TeamViewer shall provide the Customer with the information required for the preparation of the list of processing operations.

2.8 Deletion and Return at the End of Processing.

At the choice of the Customer, TeamViewer shall delete or return the personal data that is the object of the commissioned data processing, unless the law of the European Union or a Member State to which TeamViewer is subject requires storage of the personal data.

TeamViewer shall make available to the Customer all information necessary to demonstrate compliance with the obligations resulting from clauses 2 and 3. In the event of any failure to provide such information or audit reports, TeamViewer will regularly, at least every 18 months, make available certificates of regular audits by a recognized auditor. TeamViewer allows for and contributes to additional audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; the costs for such additional audits shall be born by the Customer except in case TeamViewer’s certificate gives substantial rise to concerns of non-compliance.

2.10 Obligation to Notify Doubts About Instructions.

TeamViewer shall immediately inform the Customer if, in its opinion, the execution of an instruction could infringe any applicable data protection laws.

2.11 Obligation to Notify Breaches.

If TeamViewer detects any breaches of applicable data protection laws, this Agreement, instructions of the Customer relating to the data processing, or instructions of the data protection officer, TeamViewer shall notify the Customer without undue delay.

2.12 Designation of a Data Protection Officer.

TeamViewer has designated a data protection officer.

2.13 Disclosure or Publication of Appropriate or Suitable Safeguards for Transfers to a Third Country.

TeamViewer agrees to disclose or publish in-formation on the appropriate or suitable safeguards that have been used to make a transfer to a third country to the extent that this is required under Art. 13(1) f) or 14(1) f) of the GDPR in order to inform the data subject.

3. SUBCONTRACTORS

3.1 Subcontractors Engaged Upon Conclusion of the Agreement.

TeamViewer has engaged the following Subcontractors [insert link].The Customer shall treat the list of Subcontractors as a confidential business secret and shall not disclose it to third parties.

3.2 Additional Subcontractors.

If TeamViewer would like to engage additional or different Subcontractors to render the contractually agreed services, such Subcontractors shall be selected using the due care required by law. TeamViewer shall give the data exporter prior notice of the appointment of any new Subcontractors 15 days in advance. The Customer may object against the instruction of the new Subcontractors on reasonable grounds. In case an understanding cannot be reached, TeamViewer is entitled to terminate the EULA with 2 weeks notice.

3.3 Obligations of Subcontractors

3.3.1 Structuring Contracts According to the Requirements of the Agreement.

TeamViewer shall structure the contracts with Subcontractors in such a way that they comply with the requirements of the applicable data protection laws and this Agreement.

3.3.2 Engagement of Additional or Different Subcontractors.

TeamViewer shall obligate any Subcontractors to commit in particular to refraining from engaging any additional or other Subcontractors to process personal data without complying with sec.3.2.

3.3.3 Checking Safeguards of Subcontractors.

TeamViewer will examine whether sufficient safeguards will be provided to implement appropriate technical and organizational measures in such a way that the applicable data protection laws and this Agreement are complied with.

Annex 1: Details of the Data Processing According to Section C.

Object.

The object of the data processing arises from the EULA.

Duration.

The duration of the data processing shall depend on the term of the EULA.

Nature and Purpose of the Processing.

TeamViewer shall process all personal data solely for the purposes of enabling the use of the products and services provided under the EULA and according to documented instructions on behalf of the Customer.

Type of Personal Data.

The following types of personal data shall be processed:

4.1

Customer Information

4.1.1

Name of customer.

4.1.2

Contact information such as company name, job title, email, telephone and postal address.

4.1.3

Payment token – TeamViewer uses an external payment service provider and payments made in relation to an Account are identified through a token. TeamViewer therefore does not collect or process personal data associated with bank or payment card details.

If the place of purchase or your main seat or residence is located outside the USA, South America, or Canada, our contractual agreement shall be subject to the provisions of the End User License Agreement under A. and C.

If the place of purchase or your main seat or residence is located in the USA, South America, or Canada, our contractual agreement shall be subject to the provisions of the End User License Agreement under B. and C.

The original of End User License Agreement is drawn in the German language. In the countries Germany, Austria and Switzerland the German version shall prevail over the English version. In all other countries the English Version shall prevail. All other translations shall solely serve for a better understanding.

A.

Part I of this EULA contains the general provisions, Part II shall apply to any temporary, i.e. term- or subscription-based licenses to use Software (“Subscription”) while Part III shall apply to any perpetual Software licenses (“Perpetual”) and Part IV to any free-of-charge version of the Software (“Freemium Software”).

Part I
General provisions

1. General content of the contract

1.1. Parties and subject matter.

The provisions of this End User License Agreement (EULA) shall govern the relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Göppingen, Germany (“TeamViewer”) and its customers (“Customer”) with respect to the licensing by TeamViewer of certain of its software and the provision by TeamViewer of certain services. Accordingly, subject to the terms and conditions of this EULA, TeamViewer may provide Customer with (i) certain software installed on computers of the Customer as well as accessed and used via web browser, and apps for mobile terminals (e.g. iOS, Android) that enable the remote maintenance of computers, video based remote assistance and the performance of online meetings including diverse features (collectively “Software”), (ii) servers for the establishment of encrypted connections (handshake) and for the forwarding of data packets (routing) in connection with the use of the Software (“Server Services”), and (iii) related support services (“Support Services”). The Server Services and the Support Services are collectively referred to herein as “Services”.

1.2. Formation and content of the contract for Subscription and Perpetual licenses.

A paid contract pursuant to this EULA for Subscription and Perpetual Software licenses shall be formed, if (i) the Customer consummates the web-based order process on the TeamViewer website (www.teamviewer.com) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” or similarly named button after having accepted this EULA, or if (ii) the Customer and TeamViewer sign a written order form which references this EULA, or if (iii) the Customer orders by phone and receives an order confirmation attaching the EULA by e-mail. Details regarding the contract (e.g. selected Software, scope of functions, price, term, Services, etc.), will be set forth in the options selected by the Customer from the specifications provided by TeamViewer during the ordering process, or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Paid Contract”).

1.3. Formation and content of the contract for Freemium Software.

A free-of-charge contract pursuant to this EULA shall also be formed between TeamViewer and the Customer if the Customer downloads the Freemium Software, configures the type of use and installs the Freemium Software after having accepted this EULA (hereinafter referred to as the “Freemium Contract”, and a Freemium Contract or Paid Contract, referred to as a “Contract”).

1.4. Trial Use.

Prior to entering into a Paid Contract, TeamViewer may provide the Customer with the opportunity of a trial use for the Software and the Server Services during a defined trial use period (the “Trial Use”). TeamViewer also provides the Customer with a limited Trial Use license if the Customer installs the Freemium Software and declares that its use of the Software is (at least partly) for commercial purposes. For any Trial Use, this EULA shall also apply.

1.5. No deviating provisions.

The Contract, including all Orders thereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, unless TeamViewer has explicitly approved such terms and conditions in writing. This requirement of explicit approval applies in any case, regardless of whether TeamViewer provides Software or Services to the Customer in knowledge of the Customer’s general terms and conditions without explicitly objecting to them.

1.7. Test period.

If an Order provides for a test period, the Customer may terminate the Paid Contract (and its Order) for the Software within seven (7) calendar days of the conclusion of the Paid Contract. In such a case, the Customer shall be provided with a refund of any prepaid, unused fees (if any) paid to TeamViewer for the applicable Software that is subject to the test period.

2. Product specification, activation, and lifecycle of the Software

2.1. Product specification.

The functions of the Software and a description of any Services are set forth and described in the product description available in the TeamViewer web shop and on the applicable Order (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software and the Services; any other oral or written statements of TeamViewer shall not be relevant. Some features and functions of the Software or Services provided by TeamViewer may include or depend on certain third-party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited by TeamViewer.

2.2. No guarantees.

In case of doubt, guarantees regarding the quality or features made by TeamViewer shall only be interpreted as such if they have been made in writing (including a signature) and are labelled “guarantee”.

2.3. Provision, installation and configuration of the Software.

TeamViewer shall provide the Software to the Customer for electronic download. The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

2.4. Activation of Subscription or Perpetual license.

After completing the Order for a Subscription or Perpetual license, the Customer shall receive (i) a license key or (ii) an activation link for the activation of the license. Once the license key has been entered or activated, the rights of use and functionalities in accordance with the Contract shall be available to the Customer.

2.5. Software Lifecycle Policy.

Use of the Software shall be subject to TeamViewer’s Software Lifecycle Policy available for download under link

3. Software rights of use

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customer’s computers within the limits of the scope of use specified in the Order and/or this EULA. Notwithstanding the aforesaid, Customer shall be entitled to sublicense the Software in accordance with the applicable scope of Software functions (channel grouping).

3.2. Term of use.

In case of a Subscription, the rights of use granted under the Contract shall be limited in time to the term specified in the applicable Order (cf. section 13 below).

3.3. Scope of use for fee-based licenses of the Software.

Fee-based licenses of the Software – Subscription as well as Perpetual – are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Contract. If the Customer obtains the right to use the Software for commercial use, then the Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

3.4. Scope of use for Freemium Software.

The use of the Freemium Software is solely permitted for the Customer’s own, private, non-commercial purposes (e.g. free computer support for a spouse/partner). The use of the Freemium Software for the exercise of the Customer’s own trade or profession or the use for purposes for which the Customer directly or indirectly receives compensation (e.g. team work with colleagues, free support provided to third parties which have bought software of the Customer) does not qualify as private use.

3.5. Unauthorized use.

Any use of the Software exceeding the contractually agreed scope of usage is expressly prohibited.

3.6. Source code.

The rights of use granted shall not include any rights to the source code of the Software.

3.7. Prohibited use.

The rights granted pursuant to this EULA shall not include and the Customer shall not be entitled to and shall not allow a third party to (i) attempt to circumvent any technical devices of the Software that are directed at, or have the effect of, enforcing the terms of the EULA; (ii) modify, create derivative works, translate, decompile or create or attempt to create, by reverse engineering or otherwise, the source code or the object code of the Software; (iii) use the Software under any circumstance whatsoever directly or indirectly in a computer service business or service bureau or in a rental or commercial timesharing arrangement; (iv) remove, modify or obscure any copyright, trade secret, confidentiality, trademark, service mark or other proprietary rights, serial number, notice, legend or similar on any copy of the Software, or related data, manuals, documentation or other materials; (v) market, sell, lend, rent, lease, or otherwise distribute, the Software or give or provide it to third parties beyond the right to sublicense the Software in accordance with section 3.1 sentence 2; or (vi) except as otherwise expressly provided herein, assign, sublicense or otherwise transfer any rights in or to the Software.
This shall not affect the Customer’s statutory rights, in particular pursuant to section 69e of the German Copyright Act (UrhG).

3.8. Reservation of rights.

As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any new Versions thereof provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.9. Usage analyses, right to audit and self-declaration.

TeamViewer may analyse the Customer’s use of the Software and Services for security reasons as well as for product improvement, license auditing and/or marketing purposes. To that end, TeamViewer may, at its sole discretion, also implement technical measures regarding the functionality of the Software and the Server Services to assess whether the Customer’s usage pattern is in line with the indicated usage purpose and thus with the chosen license type and to detect whether the contractually agreed scope of use is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use and/or usage pattern.

4. Services provided by TeamViewer

4.1. Server Services.

For the establishment of encrypted remote communication connections between different users of the Software, the Software must communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data in the context of a session (e.g. online meeting or remote maintenance) that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

TeamViewer provides the Customer with the Server Services subject to the conditions set out in this EULA. It is not part of the Server Services to safeguard an interruption- and latency-free end-to-end connection between different users of the Software. The Customer acknowledges that the Server Services may be unavailable or include latency from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. Additionally, the Customer acknowledges that the end-to-end connection between different users of the Software is dependent on the Customer’s internet connection to the data center as well as the Customer’s use of hardware and software (e.g. PC, operating system) in compliance with system requirements for the Software (pursuant to section 7.3), all of which shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by Customer.

4.2. Support Services.

TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services. This shall not affect any statutory warranty claims of the Customer.

5. Documentation, Releases, Versions, interfaces, conference numbers.

5.1. Documentation.

TeamViewer shall provide a PDF manual retrievable online in German and English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under link. As between the parties, TeamViewer retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

5.2. Minor Releases.

TeamViewer may, at its sole discretion, elect to offer minor releases of the Software for download (“Minor Releases”). The new Software version which contains the Minor Release (“Minor Release Version”) may be marked by TeamViewer – in its sole discretion – by a change in the number behind the main version number (e.g. version XX.1, XX.2). Minor Release Versions may contain the correction of errors, security patches as well as minor improvements of functions (e.g. optimizations in the program execution speed) TeamViewer shall have no obligation to provide Minor Release Versions of the Software. If, however, TeamViewer does elect to provide Minor Release Versions of the Software then any Customer shall be obligated by way of a contributory duty (Mitwirkungsobliegenheit) to update the Software at its own cost to the then-current Minor Release Version of the Software as soon as reasonably practicable. All rights of use set forth herein that are applicable to the Software shall also apply to Minor Releases.

5.3. Major Releases.

TeamViewer may, at its sole discretion, also elect to offer major releases of the Software for download (“Major Releases”, Minor Releases and Major Releases, both a “Release”), usually comprising more extensive modifications of the Software functions. The new Software version which contains the Major Release (“Major Release Version”, Minor Release Versions and Major Release Versions, both a “Version”) may be marked by TeamViewer – in its sole discretion – by a change of the main version number (e.g. version XX, YY). TeamViewer shall not be obligated to provide any Major Release Versions of the Software. In the event that TeamViewer elects to provide a Major Release Version of the Software, TeamViewer may require the Customers of Perpetual licenses to pay an additional fee for use of such new Major Release Version. The Customers of Subscription licenses and Freemium Software shall be obligated by way of a contributory duty (Mitwirkungsobliegenheit) to upgrade to the new Major Release Version as soon as reasonably practicable. All rights of use set forth herein that are applicable to the Software shall also apply to Major Releases.

5.4. Programming interfaces.

At TeamViewer’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change or switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of the Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

5.5. Telephone conference number.

If, in the context of its services, TeamViewer provides a telephone conference number for dialling in as an alternative to the audio conference function of the Software, the provider of the respective telecommunication service (and not TeamViewer) shall be the owner of the telephone connection of the respective number. The use of the telephone conference number shall be subject to a separate fee and is not included in the user fee pursuant to the Contract. If applicable, the invoicing shall be performed by the telephone provider of the participant.

6. Changes to the Software or Services.

TeamViewer may change the Software in the context of updates and/or Releases as well as the Server Services (including the system requirements) for good cause. Such good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changes to applicable technical framework conditions (new encryption standards), or (iii) the protection of the system security.

7. Obligations and duties of the Customer

7.1. Lawful use.

The Customer shall use the Software and the Server Services only in accordance with the provisions of the Contract and in accordance with laws and regulations applicable to such use and shall not infringe any third-party rights in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions.

7.2. Export controls and economic sanctions.

Customer acknowledges that the Software and related technical data as well as the Services (collectively “Controlled Technology”) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party (as defined below); (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions (as defined below) and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Section 7.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

“Restricted Party” means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

7.3. System requirements.

The requirements for the Customer’s software and hardware are specified in the manuals and the Product Specification (cf. sections 2.1 and 5.1). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these system requirements.

8. Confidentiality and data protection

8.1. Confidentiality.

The products offered by TeamViewer, including the Software, the Services and all manuals, data, documentation, and other materials provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance with the Contract.

8.2. Data protection.

TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses personal data of Customer as controller as set out and in accordance with the Product Privacy Policy available for download under link. Additionally, TeamViewer acts as processor for Customer’s personal data as set out and in accordance with the terms and conditions of the data processing agreement contained under C.

Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that TeamViewer owns all rights in and is free to use any such non-personal or anonymous data in any way it deems fit for development, diagnostic, corrective as well as marketing or any other purposes.

9. Limitation of liability

9.1. Exclusion in certain cases.

TeamViewer shall be liable for damages in accordance with the statutory provisions, if such damages

(i) have been caused by TeamViewer intentionally or grossly negligently, or

(ii) have been caused by TeamViewer by slight negligence and are due to breaches of duty which jeopardize the fulfilment of the purpose of the Contract, or due to a breach of duties the fulfilment of which would make the proper performance of the Contract possible in the first place and in the fulfilment of which the Customer may trust (breach of material obligations).

Any further liability of TeamViewer shall be excluded irrespective of the legal basis, unless TeamViewer is mandatorily liable in accordance with the law, in particular due to injury to life, body or health of an individual, due to the provision of an express warranty, fraudulent concealment of a defect or due to the provisions of the German Product Liability Act.

9.2. Limitation of the amount.

In the case of section 9.1 sentence 1 (ii) (slightly negligent breach of material obligations), TeamViewer shall only be subject to limited liability for damages that can be typically expected in the case of a contract of this type.

9.3. Limitation of liability in case of Freemium Software.

In deviation from sections 9.1 and 9.2, TeamViewer’s liability for damages caused during a provision and use of Freemium Software the provisions on lending (section 598 et seq. BGB), shall take precedence, i.e., in particular, the provisions that TeamViewer’s liability for defects shall be limited to fraud in accordance with section 600 BGB, that liability in accordance with section 599 BGB shall be limited to intent and gross negligence and that the shortened limitation period of six months in accordance with section 606 BGB shall apply.

9.4. Employees and agents of TeamViewer.

The limitations of liability pursuant to sections 9.1 to 9.3 shall also apply to claims against employees or agents of TeamViewer.

10. Final provisions

10.1. Changes to the EULA.

TeamViewer shall be entitled to amend this EULA upon no less than four (4) weeks prior notice to Customer. Unless Customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the amendment shall be deemed accepted by Customer. If, on the other hand, Customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the Contract shall be continued under the existing terms without giving effect to such amendment.

10.2. Communication via email.

Unless otherwise specified in the Contract, any notifications and declarations in connection with the Contract may also be made by email. To this end, TeamViewer may use the email address the Customer provided upon registration or in the TeamViewer account. The Customer shall be responsible for checking its emails regularly and, if necessary, updating its email address. TeamViewer’s contact information is available under link.

10.3. Applicable law.

The Contract and any disputes in connection with it shall be exclusively governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

10.4. Place of jurisdiction.

The exclusive place of jurisdiction shall be Stuttgart, Germany. TeamViewer shall still be entitled to file a suit at the Customer’s domicile.

10.5. Severability; waiver.

If any provision of the Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of the Contract shall remain in full force and effect. A waiver of any breach or default under the Contract shall not constitute a waiver of any other subsequent breach or default.

Part II
Supplementary provisions regarding Subscription

11. User fee, price changes and late payment in case of Subscription

11.1. User fee.

During the term of the Contract, the Customer shall pay TeamViewer the recurring user fee specified in the Order for the rights of use to the Software and the provision of the Services.

11.2. Due date.

Unless otherwise specified in the Order, all fees shall be due upon invoicing.

11.3. Changes of the scope of use.

Customer shall have the right at any time to increase the ordered scope of use or to switch to a higher service package by entering into an additional Order. Any reduction in use or a switch to a lower package, however, shall only be available at the expiration of the then applicable term (cf. section 13.1). In the case of an increase of the scope of use during the Initial Term or a Renewal Term, the additional fees shall be invoiced on a pro rata basis based on TeamViewer’s then current applicable price lists.

11.4. Invoicing.

Unless otherwise specified in the Order, TeamViewer shall invoice the user fee at the beginning of the Contract and subsequently at the beginning of each Renewal Term. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) – if such an account has been created – through an upload into the Customer’s TeamViewer account and/or the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewer’s applicable price list.

11.5. Payment methods.

The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) can be selected during the ordering process. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date.

11.6. Prices, fees, and tax.

The Customer shall be required to pay all fees and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such fees do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all such taxes. Bank and credit card charges shall be borne by the Customer. All fees and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

11.7. Price changes.

TeamViewer shall be entitled to reasonably increase the user fee effective as of the end of the Initial Term or any Renewal Term. TeamViewer must announce the increase at least 28 calendar days beforehand. The Customer may object to the increase within 14 calendar days of the announcement, in which case the Contract shall be terminated at the end of the respective Initial Term or Renewal Term. If the Customer does not object, this shall be deemed as his consent to the increase. TeamViewer shall inform the Customer in its notification about this effect of non-objection.

11.8. Late payment.

The statutory provisions, in particular sections 286 and 288 BGB, shall apply to the occurrence of default and default interest. In addition, the following provisions shall apply:

(i) Reminder fee. In the case of a second payment reminder, TeamViewer shall be entitled to charge a suitable reminder fee.

(ii) Suspension in case of default. If the Customer defaults on the payment of the user fee, TeamViewer shall be entitled to suspend the Server Services temporarily (“Suspension”). However, TeamViewer shall warn the Customer of the Suspension reasonably in advance, e.g. via email or notifications in the Software. The Suspension shall not take place or respectively be stopped once the Customer has made his payment in full. During the Suspension period, no connections can be established from and to the installations of the Customer’s Software. The Customer’s obligation to pay the user fee shall continue to be in effect during the Suspension period.

(iii) Termination in case of default. TeamViewer may terminate the Contract if the Customer defaults on the payment of the user fee and fails to cure the breach within fifteen (15) days of receiving notice from TeamViewer. Termination is in addition to (and not in lieu of) any other rights and remedies available to TeamViewer hereunder or at law.

12. Warranty claims (warranty) in case of Subscription

12.1. Freedom from defects, quality and features.

TeamViewer shall provide the Software free from any defects in quality and title and maintain it in a condition suitable for the contractual use during the term of the Contract.

12.2. Restrictions.

The obligation to preserve the Software pursuant to section 12.1. above does not include the right to (i) any adaptation of the Software to new operating systems or new operating system versions, (ii) the adaptation of the Software to the scope of functions of competing products, (iii) the establishment of compatibility with new data formats or Releases (cf. sections 5.2 and 5.3) or (iv) the provision of any functionality which is no longer supported by TeamViewer.

12.3. Elimination of errors and defects.

The Customer shall report any errors and defects in the Software or the Server Services preferably via the web portal provided by TeamViewer under link and shall, as far as this is possible and can be reasonably expected, explain the circumstances of the occurrence of the errors/ defects in more detail (e.g. screenshots, protocol data). TeamViewer shall eliminate errors/defects within a reasonable period of time. TeamViewer will be able to eliminate errors/defects in the form of updates and/or Releases as long as the contractual scope of function is retained, and the transfer does not lead to significant disadvantages. Installation expenses shall be borne by the Customer. In addition, TeamViewer shall be entitled to show the Customer temporary ways for circumventing the errors/defects and eliminate the errors/defects at a later point in time through the adaptation of the Software or the Server Services, if the Customer can reasonably be expected to accept such a temporary solution.

12.4. Termination.

A termination by the Customer in accordance with section 543 para. 2 sentence 1 no. 1 BGB due to the non-permission of the use in conformity with the Contract shall only be admissible if TeamViewer had been given enough opportunities to eliminate the error/shortcoming and has failed to do so or the subsequent performance was unsuccessful.

12.5. Initial impossibility.

The strict liability for initial defects in accordance with section 536a para. 1, alternative 1 BGB shall be excluded. This shall not affect any fault-based liability.

12.6. Limitation period.

Warranty claims shall expire within twelve (12) months. This shall not apply to warranty claims for which TeamViewer is inevitably liable in accordance with the law (e.g. in case of fraud, cf. section 9.1 sentence 2).

12.7. Statutory provisions.

13. Term and termination in case of Subscription

13.1. Term and ordinary termination.

Unless otherwise specified in the Order, the Contract has an initial term of twelve (12) months (“Initial Term”) and shall subsequently be renewed automatically for additional periods of twelve (12) months (each a “Renewal Term”), unless either party notifies the other party no less than twenty eight (28) days prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Contract.

13.2. Extraordinary termination.

TeamViewer shall be entitled to extraordinarily terminate the Contract for breach in case of section 11.8. (iii) as well as in case of section 3.2 of the DPA (cf. C. below).
Either party’s right to terminate for good cause remains unaffected.

13.3. Termination notice.

Unless otherwise specified above, termination does not require a notice period. Termination must be made in writing (signed letter, telefax) or in text form (e.g. email). The Customer shall address its termination notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Göppingen, Germany or respectively to sales@teamviewer.com. TeamViewer may also terminate a Contract by means of a respective notification within the Software.

13.4. Consequences of the termination of the Contract.

Upon termination or expiration of the Contract, the Customer shall delete the Software from its computers and refrain from any further use of the Software. Upon the termination or expiration of the Contract, the Customer shall no longer have access to the data stored by Customer in the Software, the TeamViewer account and the TeamViewer Management Console. The Customer shall be solely responsible for exporting the data – as far as possible – prior to the termination or expiration of the term of the Contract by means of the Software functions and to store it for further use. TeamViewer shall not be obligated to any further release of data. Upon termination or expiration of the Contract, TeamViewer shall delete the Customer’s data that is processed for the purpose of performance of the Contract, unless TeamViewer is obligated by law to store it. If a deletion is only possible with unreasonable efforts (e.g. in backups), TeamViewer shall be entitled to restrict the processing of such data. This shall not affect TeamViewer’s right to use non-personal or anonymous data in accordance with section 8.2.

Part III
Supplementary provisions regarding Perpetual licenses

14. Price and late payment in case of a Perpetual license

14.1. Price.

The Customer shall pay TeamViewer the fees specified in the Order.

14.2. Due date.

Unless otherwise specified in the Order, all fees shall be due upon invoicing.

14.3. Invoicing.

Unless otherwise specified, TeamViewer shall invoice the fee immediately upon the parties entering into the Contract. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) – if such an account has been created – through an upload into the Customer’s TeamViewer account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewer’s then current applicable price list.

14.4. Payment methods.

The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) may be offered by TeamViewer as well. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date.

14.5. Prices, fees, and tax.

The Customer shall be required to pay all fees and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such fees do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all taxes. Bank and credit card charges shall be borne by the Customer. All fees and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

14.6. Late payment.

Section 11.8. above shall also apply to any Perpetual licenses to the Software.

15. Warranty claims (warranty) in case of Perpetual licence

15.1. Freedom from defects and quality.

TeamViewer shall provide the Software free from any defects in quality and title.

15.2. Elimination of errors and defects.

The Customer shall report any errors and defects in the Software or the Server Services preferably via the web portal provided by TeamViewer under link and shall, as far as this is possible and can be reasonably expected, explain the circumstances of the occurrence of the errors/defects in more detail (e.g. screenshots, protocol data). TeamViewer shall eliminate errors/defects within a reasonable period of time. TeamViewer may eliminate errors/defects in the form of Releases as long as the contractual scope of function is retained and the transfer does not lead to significant disadvantages. Installation expenses shall be borne by the Customer. In addition, TeamViewer shall be entitled to show the Customer temporary ways for circumventing the errors/defects and may eliminate the errors/defects at a later point in time through the adaptation of the Software or the Server Services, if the Customer can reasonably be expected to accept such a temporary solution. The Customer may assert rescission and reduction rights only if the subsequent performance was unsuccessful.

15.3. Restrictions.

The obligation pursuant to section 15.1. above does not include the right to (i) any adaptation of the Software to new operating systems or new operating system versions, (ii) the adaptation of the Software to the scope of functions of competing products, (iii) the establishment of compatibility with new data formats or Releases (cf. sections 5.2 and 5.3) or (iv) the provision of any functionality which is no longer supported by TeamViewer.

15.4. Limitation period.

Warranty claims shall expire within twelve (12) months from provision of the Software for download. This shall not apply to warranty claims for which TeamViewer is inevitably liable in accordance with the law (e.g. in case of fraud, cf. section 9.1 sentence 2).

15.5. Inspection and notification obligation.

Section 377 BGB shall apply.

15.6. Statutory provisions.

16. Term and termination in case of a Perpetual license.

Unless otherwise specified in the Order, the Contract runs for an indefinite period of time. TeamViewer shall be entitled to extraordinarily terminate the Contract in a case of section 11.8(iii) as well as in case of section 3.2 of the DPA (cf. C. below). Either party shall be entitled to terminate the Contract for good cause. Sections 13.3 and 13.4 shall apply accordingly.

Part Part IV
Supplementary provisions regarding Freemium Software

17. Product Specification in case of Freemium Software.

A key element of and part of the Product Specification for the Freemium Software is the display and receipt of personalized marketing messages in the Software as well as the processing of personal data necessary to provide such personalization.

18. Server Services in case of Freemium Software.

In case of Freemium Software, the Customer has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time.

19. Term and termination in case of Freemium Software.

The Contract shall enter into effect upon its conclusion and be concluded for an unlimited period of time. Either party may terminate the Contract at any time without giving reasons or notice.

If the Customer wishes to opt-out of receiving personalized marketing messages, any such declaration shall be interpreted as a termination of the Contract and the Customer shall have no right to use the Freemium Software thereafter. If, however, the Customer continues to use the Freemium Software after providing such a declaration, the continued use shall be understood as acceptance of and be governed by the terms of this EULA (including, for the avoidance of doubt, section 17 above).

Either party’s right to terminate for good cause remains unaffected. Sections 13.3 and 13.4 shall apply accordingly.

B

Part I of this EULA contains the general provisions, Part II shall apply to any temporary, i.e. term- or subscription-based licenses to use Software (“Subscription”) while Part III shall apply to any perpetual Software licenses (“Perpetual”) and Part IV to any free-of-charge version of the Software (“Freemium Software”).

Part I
General provisions

1. General content of the contract

1.1. Parties and subject matter.

The provisions of this End User License Agreement (EULA) shall govern the relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Göppingen, Germany (“TeamViewer”) and its customers (“Customer”) with respect to the licensing by TeamViewer of certain of its software and the provision by TeamViewer of certain services. Accordingly, subject to the terms and conditions of this EULA, TeamViewer may provide Customer with (i) certain software installed on computers of the Customer as well as accessed and used via web browser, and apps for mobile terminals (e.g. iOS, Android) that enable the remote maintenance of computers, video based remote assistance and the performance of online meetings including diverse features (collectively “Software”), (ii) servers for the establishment of encrypted connections (handshake) and for the forwarding of data packets (routing) in connection with the use of the Software (“Server Services”), and (iii) related support services (“Support Services”). The Server Services and the Support Services are collectively referred to herein as “Services”.

1.2. Formation and content of the contract for Subscription and Perpetual licenses.

A paid contract pursuant to this EULA for Subscription and Perpetual Software licenses shall be formed, if (i) the Customer consummates the web-based order process on the TeamViewer website (www.teamviewer.com) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” or similarly named button after having accepted this EULA, or if (ii) the Customer and TeamViewer sign a written order form which references this EULA, or if (iii) the Customer orders by phone and receives an order confirmation attaching the EULA by e-mail. Details regarding the contract (e.g. selected Software, scope of functions, price, term, Services, etc.), will be set forth in the options selected by the Customer from the specifications provided by TeamViewer during the ordering process, or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Paid Contract”).

1.3. Formation and content of the contract for Freemium Software.

A free-of-charge contract pursuant to this EULA shall also be formed between TeamViewer and the Customer if the Customer downloads the Freemium Software, configures the type of use and installs the Freemium Software after having accepted this EULA (hereinafter referred to as the “Freemium Contract”, and a Freemium Contract or Paid Contract, referred to as a “Contract”).

1.4. Trial Use.

Prior to entering into a Paid Contract, TeamViewer may provide the Customer with the opportunity of a trial use for the Software and the Server Services during a defined trial use period (the “Trial Use”). TeamViewer also provides the Customer with a limited Trial Use license if the Customer installs the Freemium Software and declares that its use of the Software is (at least partly) for commercial purposes. For any Trial Use, this EULA shall also apply.

1.5. No deviating provisions.

The Contract, including all Orders thereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, unless TeamViewer has explicitly approved such terms and conditions in writing. This requirement of explicit approval applies in any case, regardless of whether TeamViewer provides Software or Services to the Customer in knowledge of the Customer’s general terms and conditions without explicitly objecting to them.

1.6. Test period.

If an Order provides for a test period, the Customer may terminate the Paid Contract (and its Order) for the Software within seven (7) calendar days of the conclusion of the Paid Contract. In such a case, the Customer shall be provided with a refund of any prepaid, unused fees (if any) paid to TeamViewer for the applicable Software that is subject to the test period.

2. Product specification, activation, and lifecycle of the Software

2.1. Product specification.

The functions of the Software and a description of any Services are set forth and described in the product description available in the TeamViewer web shop and on the applicable Order (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software and the Services; any other oral or written statements of TeamViewer shall not be relevant. Some features and functions of the Software or Services provided by TeamViewer may include or depend on certain third-party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited by TeamViewer.

2.2. Provision, installation and configuration of the Software.

TeamViewer shall provide the Software to the Customer for electronic download. The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

2.3. Activation of Subscription or Perpetual license.

After completing the Order for a Subscription or Perpetual license, the Customer shall receive (i) a license key or (ii) an activation link for the activation of the license. Once the license key has been entered or activated, the rights of use and functionalities in accordance with the Contract shall be available to the Customer.

2.4. Software Lifecycle Policy.

Use of the Software shall be subject to TeamViewer’s Software Lifecycle Policy available for download under link.

3. Software rights of use

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customer’s computers within the limits of the scope of use specified in the Order and/or this EULA. Notwithstanding the aforesaid, Customer shall be entitled to sublicense the Software in accordance with the applicable scope of Software functions (channel grouping).

3.2. Term of use.

In case of a Subscription, the rights of use granted under the Contract shall be limited in time to the term specified in the applicable Order (cf. section 14 below).

3.3. Scope of use for fee-based licenses of the Software.

Fee-based licenses of the Software – Subscription as well as Perpetual – are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Contract. If the Customer obtains the right to use the Software for commercial use, then the Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

3.4. Scope of use for Freemium Software.

The use of the Freemium Software is solely permitted for the Customer’s own, private, non-commercial purposes (e.g. free computer support for a spouse/partner). The use of the Freemium Software for the exercise of the Customer’s own trade or profession or the use for purposes for which the Customer directly or indirectly receives compensation (e.g. team work with colleagues, free support provided to third parties which have bought software of the Customer) does not qualify as private use.

3.5. Unauthorized use.

Any use of the Software exceeding the contractually agreed scope of usage is expressly prohibited.

3.6. Source code.

The rights of use granted shall not include any rights to the source code of the Software.

3.7. Prohibited use.

The rights granted pursuant to this EULA shall not include and the Customer shall not be entitled to and shall not allow a third party to (i) attempt to circumvent any technical devices of the Software that are directed at, or have the effect of, enforcing the terms of the EULA; (ii) modify, create derivative works, translate, decompile or create or attempt to create, by reverse engineering or otherwise, the source code or the object code of the Software; (iii) use the Software under any circumstance whatsoever directly or indirectly in a computer service business or service bureau or in a rental or commercial timesharing arrangement; (iv) remove, modify or obscure any copyright, trade secret, confidentiality, trademark, service mark or other proprietary rights, serial number, notice, legend or similar on any copy of the Software, or related data, manuals, documentation or other materials; (v) market, sell, lend, rent, lease, or otherwise distribute, the Software or give or provide it to third parties beyond the right to sublicense the Software in accordance with section 3.1 sentence 2; or (vi) except as otherwise expressly provided herein, assign, sublicense or otherwise transfer any rights in or to the Software. Customer recognizes and agrees that there is no adequate remedy at law for a breach of this section 3.7 and that such breach would irreparably harm TeamViewer for which monetary damages would not be an adequate remedy and that TeamViewer is entitled, in addition to its other rights and remedies, to equitable relief.

3.8. Reservation of rights.

As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any new Versions thereof provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.9. Usage analyses, right to audit and self-declaration.

TeamViewer may analyse the Customer’s use of the Software and Services for security reasons as well as for product improvement, license auditing and/or marketing purposes. To that end, TeamViewer may, at its sole discretion, also implement technical measures regarding the functionality of the Software and the Server Services to assess whether the Customer’s usage pattern is in line with the indicated usage purpose and thus with the chosen license type and to detect whether the contractually agreed scope of use is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use and/or usage pattern.

4. Services provided by TeamViewer

4.1. Server Services.

For the establishment of encrypted remote communication connections between different users of the Software, the Software must communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data in the context of a session (e.g. online meeting or remote maintenance) that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

TeamViewer provides the Customer with the Server Services subject to the conditions set out in this EULA. It is not part of the Server Services to safeguard an interruption- and latency-free end-to-end connection between different users of the Software. The Customer acknowledges that the Server Services may be unavailable or include latency from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. Additionally, the Customer acknowledges that the end-to-end connection between different users of the Software is dependent on the Customer’s internet connection to the data center as well as the Customer’s use of hardware and software (e.g. PC, operating system) in compliance with system requirements for the Software (pursuant to section 7.4), all of which shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by Customer.

4.2. Support Services.

TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services.

5. Documentation, Releases, Versions, interfaces, conference numbers.

5.1. Documentation.

TeamViewer shall provide a PDF manual retrievable online in German and English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under link. As between the parties, TeamViewer retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

5.2. Minor Releases.

TeamViewer may, at its sole discretion, elect to offer minor releases of the Software for download (“Minor Releases”). The new Software version which contains the Minor Release (“Minor Release Version”) may be marked by TeamViewer – in its sole discretion – by a change in the number behind the main version number (e.g. version XX.1, XX.2). Minor Release Versions may contain the correction of errors, security patches as well as minor improvements of functions (e.g. optimizations in the program execution speed) TeamViewer shall have no obligation to provide Minor Release Versions of the Software. If, however, TeamViewer does elect to provide Minor Release Versions of the Software then any Customer shall be obligated by way of a contributory duty to update the Software at its own cost to the then-current Minor Release Version of the Software as soon as reasonably practicable. All rights of use set forth herein that are applicable to the Software shall also apply to Minor Releases.

5.3. Major Releases.

TeamViewer may, at its sole discretion, also elect to offer major releases of the Software for download (“Major Releases”, Minor Releases and Major Releases, both a “Release”), usually comprising more extensive modifications of the Software functions. The new Software version which contains the Major Release (“Major Release Version”, Minor Release Versions and Major Release Versions, both a “Version”) may be marked by TeamViewer – in its sole discretion – by a change of the main version number (e.g. version XX, YY). TeamViewer shall not be obligated to provide any Major Release Versions of the Software. In the event that TeamViewer elects to provide a Major Release Version of the Software, TeamViewer may require the Customers of Perpetual licenses to pay an additional fee for use of such new Major Release Version. The Customers of Subscription licenses and Freemium Software shall be obligated by way of a contributory duty to upgrade to the new Major Release Version as soon as reasonably practicable. All rights of use set forth herein that are applicable to the Software shall also apply to Major Releases.

5.4. Programming interfaces.

At TeamViewer’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change or switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of the Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

5.5. Telephone conference number.

If, in the context of its services, TeamViewer provides a telephone conference number for dialling in as an alternative to the audio conference function of the Software, the provider of the respective telecommunication service (and not TeamViewer) shall be the owner of the telephone connection of the respective number. The use of the telephone conference number shall be subject to a separate fee and is not included in the user fee pursuant to the Contract. If applicable, the invoicing shall be performed by the telephone provider of the participant.

6. Changes to the Software or Services.

TeamViewer may change the Software in the context of updates and/or Releases as well as the Server Services (including the system requirements) for good cause. Such good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changes to applicable technical framework conditions (new encryption standards), or (iii) the protection of the system security.

7. Obligations and duties of the Customer

7.1. Lawful use.

The Customer shall use the Software and the Server Services only in accordance with the provisions of the Contract and in accordance with laws and regulations applicable to such use and shall not infringe any third-party rights in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions.

7.2. Export controls and economic sanctions.

Customer acknowledges that the Software and related technical data as well as the Services (collectively “Controlled Technology”) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party (as defined below); (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions (as defined below) and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Section 7.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

“Restricted Party” means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

7.3. U.S. GOVERNMENT RESTRICTED RIGHTS.

The Software is deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 “Commercial Computer Licensed Software – Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Licensed Software or Commercial Computer Licensed Software Documentation”, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government shall be solely in accordance with the terms of the Contract.

7.4. System requirements.

The requirements for the Customer’s software and hardware are specified in the manuals and the Product Specification (cf. sections 2.1 and 5.1). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these system requirements.

8. Confidentiality and data protection

8.1. Confidentiality.

The products offered by TeamViewer, including the Software, the Services and all manuals, data, documentation, and other materials provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance with the Contract.

8.2. Data protection.

TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses personal data of Customer as controller as set out and in accordance with the Product Privacy Policy available for download under link. Additionally, TeamViewer acts as processor for Customer’s personal data as set out and in accordance with the terms and conditions of the data processing agreement contained under C.

Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that TeamViewer owns all rights in and is free to use any such non-personal or anonymous data in any way it deems fit for development, diagnostic, corrective as well as marketing or any other purposes.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS BE LIABLE TO CUSTOMER FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS CONTRACT, EVEN IF TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS HAS BEEN ADVISED SUCH DAMAGES MIGHT OCCUR. IN NO CASE SHALL TEAMVIEWER’S LIABILITY EXCEED THE FEES CUSTOMER PAID FOR THE SOFTWARE OR SERVICES GIVING RISE TO THE CLAIM DURING THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT TEAMVIEWER’S LIABILITY TO CUSTOMER FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW. THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS EULA WILL APPLY REGARDLESS OF WHETHER OR NOT CUSTOMER ACCEPTS THE SOFTWARE, SERVICES OR ANY UPDATES, OR NEW VERSIONS.

10. Indemnification

10.1. Indemnification by Customer.

Customer shall indemnify, defend and hold TeamViewer, its affiliates, officers, directors, shareholders, employees, agents and assigns harmless from and against any and all liabilities, losses, costs, expenses, settlement amounts, and damages (including reasonable attorneys’ fees) incurred by TeamViewer arising out of any suit or proceeding by a third party arising from Customer’s use of the Software or Customer’s breach of any representation, warranty, covenant or obligation of Customer under the Contract.

10.2. Process.

TeamViewer shall promptly notify the other party in writing of any action for which TeamViewer believes it is entitled to be indemnified pursuant to section 10.1, as applicable. If TeamViewer is named a party in any judicial, administrative or other proceeding arising out of or in connection of any breach of any provision of this EULA, a negligent or wrongful act, and/or a violation of any applicable law, TeamViewer will have the option at any time to either

(i) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case the Customer will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals or

(ii) to hand over its defense to the indemnifying party, in which case the indemnifying party will provide qualified attorneys, consultants, and other appropriate professionals to represent the party seeking interests at the Customer’s expense. TeamViewer will have the sole right and discretion to settle, compromise or otherwise resolve any and all claims, causes of actions, liabilities or damages against it, notwithstanding that TeamViewer may have tendered its defense to the Customer. Any such resolution will not relieve the party of its obligation to indemnify the other party under this section 10.

11. Final provisions

11.1. Changes to the EULA.

TeamViewer shall be entitled to amend this EULA upon no less than four (4) weeks prior notice to Customer. Unless Customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the amendment shall be deemed accepted by Customer. If, on the other hand, Customer notifies TeamViewer in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from TeamViewer then the Contract shall be continued under the existing terms without giving effect to such amendment.

11.2. Communication via email.

Unless otherwise specified in the Contract, any notifications and declarations in connection with the Contract may also be made by email. To this end, TeamViewer may use the email address the Customer provided upon registration or in the TeamViewer account. The Customer shall be responsible for checking its emails regularly and, if necessary, updating its email address. TeamViewer’s contact information is available under link.

11.3. Applicable law.

The Contract and any disputes in connection with it shall be exclusively governed by the laws of the State of New York, United States of America, excluding the United Nations Convention on Contracts for the International Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law.

11.4. Place of jurisdiction.

TeamViewer and Customer unconditionally and irrevocably consent to the exclusive jurisdiction of the federal and/or state courts located in New York County, New York with respect to any action, suit or proceeding arising out of or relating to the Contract or the transactions contemplated hereby and the parties waive any objection with respect to such courts for the purpose of any such action, suit or proceeding.

11.5. Severability; waiver.

If any provision of the Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of the Contract shall remain in full force and effect. A waiver of any breach or default under the Contract shall not constitute a waiver of any other subsequent breach or default.

Part II
Supplementary provisions regarding Subscription

12. User fee, price changes and late payment in case of Subscription

12.1. User fee.

During the term of the Contract, the Customer shall pay TeamViewer the recurring user fee specified in the Order for the rights of use to the Software and the provision of the Services. The Customer acknowledges and agrees that the payment shall be collected and processed by TeamViewer US, LLC on behalf of TeamViewer GmbH depending on the geography:

(i) If the main seat of the Customer or its residence is outside the United States, payments shall be collected and processed by TeamViewer GmbH, Jahnstr. 30; 73037 Göppingen, Germany, +49 7161 305896455;

(ii) If the main seat of the Customer or its residence is in the United States, payments shall be collected and processed by TeamViewer US LLC, 5741 Rio Vista Drive, Largo, FL 33760, +1 (800) 638 0253.

12.2. Due date.

Unless otherwise specified in the Order, all fees shall be due upon invoicing.

12.3. Changes of the scope of use.

Customer shall have the right at any time to increase the ordered scope of use or to switch to a higher service package by entering into an additional Order. Any reduction in use or a switch to a lower package, however, shall only be available at the expiration of the then applicable term (cf. section 14.1). In the case of an increase of the scope of use during the Initial Term or a Renewal Term, the additional fees shall be invoiced on a pro rata basis based on TeamViewer’s then current applicable price lists.

12.4. Invoicing.

Unless otherwise specified in the Order, TeamViewer shall invoice the user fee at the beginning of the Contract and subsequently at the beginning of each Renewal Term. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) – if such an account has been created – through an upload into the Customer’s TeamViewer account and/or the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewer’s applicable price list.

12.5. Payment methods.

The invoiced amounts may be paid by credit card. Further payment methods (e.g. SEPA direct debit or check) can be selected during the ordering process. If the Customer selects PayPal debit authorization as payment method, if provided for, the Customer may cancel the debit method on its PayPal account profile. Such cancellation shall be made no later than one day prior to the next debit date.

12.6. Prices, fees, and tax.

The Customer shall be required to pay all fees and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such fees do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all such taxes. Bank and credit card charges shall be borne by the Customer. All fees and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

12.7. Price changes.

TeamViewer shall be entitled to increase the user fee effective as of the end of the Initial Term or any Renewal Term by providing Customer with no less than sixty (60) days prior notice of such price increase.

12.8. Late payment.

(i) Interest Charge. TeamViewer may charge Customer a finance charge in an amount equal to the lesser of one and one-half percent (1.50%) per month or the maximum legal interest rate allowed by law on all undisputed balances for which payment has not been timely received.

(ii) Suspension in case of default. If the Customer defaults on the payment of the user fee, TeamViewer shall be entitled to suspend the Server Services temporarily (“Suspension”). However, TeamViewer shall warn the Customer of the Suspension reasonably in advance, e.g. via email or notifications in the Software. The Suspension shall not take place or respectively be stopped once the Customer has made his payment in full. During the Suspension period, no connections can be established from and to the installations of the Customer’s Software. The Customer’s obligation to pay the user fee shall continue to be in effect during the Suspension period.

(iii) Termination in case of default. TeamViewer may terminate the Contract if the Customer defaults on the payment of the user fee and fails to cure the breach within fifteen (15) days of receiving notice from TeamViewer. Termination is in addition to (and not in lieu of) any other rights and remedies available to TeamViewer hereunder or at law or in equity.

13. Warranty claims (warranty) in case of Subscription

13.1. Warranty.

TeamViewer warrants that during the term of any Subscription, the Software and Server Services will conform, in all material respects, with the applicable Product Specification. TeamViewer does not warrant that it will be able to correct all reported defects or that use of the Software and Server Services will be uninterrupted or error free. TeamViewer makes no warranty regarding features or services provided by third parties. For any breach of the above warranty, TeamViewer will, at no additional cost to Customer, provide remedial services necessary to enable the Software and Server Services to conform to the warranty. Customer will provide TeamViewer with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. Such re-performance shall be Customer’s exclusive remedy and TeamViewer’s sole liability for any breach of said warranty. If, however, after repeated efforts, TeamViewer is unable to remedy such defect in any Software or Server Services, then Customer’s sole remedy and TeamViewer’s entire liability shall be to terminate the Contract in which case TeamViewer will refund to Customer any prepaid, unused amounts (if any) previously paid by Customer to TeamViewer for the Software and Server Services applicable to the unexpired portion of the remainder of the term of the Subscription. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication. THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR TEAMVIEWER’S BREACH OF THIS WARRANTY.

13.2. Restrictions.

The limited obligation pursuant to section 13.1. above does not include the right to (i) any adaptation of the Software to new operating systems or new operating system versions, (ii) the adaptation of the Software to the scope of functions of competing products, (iii) the establishment of compatibility with new data formats or Releases (cf. sections 5.2 and 5.3) or (iv) the provision of any functionality which is no longer supported by TeamViewer.

13.3. Disclaimer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN THIS SECTION 13 ARE CUSTOMER’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE OR ANY SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.

14. Term and termination in case of Subscription

14.1. Term and ordinary termination.

Unless otherwise specified in the Order, the Contract has an initial term of twelve (12) months (“Initial Term”) and shall subsequently be renewed automatically for additional periods of twelve (12) months (each a “Renewal Term”), unless either party notifies the other party no less than twenty eight (28) days prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Contract.

14.2. Termination for Breach.

Either Party may terminate the Contract in the event of a material breach of the Contract by the other party that is not cured within thirty (30) days of written notice thereof from the other party (provided that Customer shall only have fifteen (15) days to cure any payment breach).

14.3. Termination notice.

Unless otherwise specified above, termination does not require a notice period. Termination must be made in writing (signed letter, telefax) or in text form (e.g. email). The Customer shall address its termination notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Göppingen, Germany or respectively to sales@teamviewer.com. TeamViewer may also terminate a Contract by means of a respective notification within the Software.

14.4. Consequences of the termination of the Contract.

Upon termination or expiration of the Contract, the Customer shall delete the Software from its computers and refrain from any further use of the Software. Upon the termination or expiration of the Contract, the Customer shall no longer have access to the data stored by Customer in the Software, the TeamViewer account and the TeamViewer Management Console. The Customer shall be solely responsible for exporting the data – as far as possible – prior to the termination or expiration of the term of the Contract by means of the Software functions and to store it for further use. TeamViewer shall not be obligated to any further release of data. Upon termination or expiration of the Contract, TeamViewer shall delete the Customer’s data that is processed for the purpose of performance of the Contract, unless TeamViewer is obligated by law to store it. If a deletion is only possible with unreasonable efforts (e.g. in backups), TeamViewer shall be entitled to restrict the processing of such data. This shall not affect TeamViewer’s right to use non-personal or anonymous data in accordance with section 8.2.

Part III
Supplementary provisions regarding Perpetual licenses

15. Price and late payment in case of a Perpetual license

15.1. Price.

The Customer shall pay TeamViewer the fees specified in the Order.

15.2. Due date.

Unless otherwise specified in the Order, all fees shall be due upon invoicing.

15.3. Invoicing.

Unless otherwise specified, TeamViewer shall invoice the fee immediately upon the parties entering into the Contract. The invoicing shall be made (i) online via an email to the email address provided by the Customer or (ii) – if such an account has been created – through an upload into the Customer’s TeamViewer account and the notification of the Customer via email. The Customer shall only be entitled to the delivery of an invoice by mail, if the Customer requests the invoice from TeamViewer and pays the respective fee specified in TeamViewer’s then current applicable price list.

15.5. Prices, fees, and tax.

The Customer shall be required to pay all fees and charges specified in the Order according to the stipulated payment terms to TeamViewer. Such fees do not include any sales, use, consumptions, value-added, or any other tax (including applicable withholding tax) and Customer is responsible for the payment of any and all taxes. Bank and credit card charges shall be borne by the Customer. All fees and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

15.6. Late payment.

Section 12.8. above shall also apply to any Perpetual licenses to the Software.

16. Warranty claims (warranty) in case of Perpetual licence

16.1. Warranty.

TeamViewer warrants that the Software, as delivered by TeamViewer and when used in accordance with the Documentation (cf. section 5.1), will substantially conform to the applicable Product Specification for a period of ninety (90) days from delivery. If the Software does not comply with this warranty and such non-compliance is reported by Customer to TeamViewer within the ninety (90) day warranty period, TeamViewer will do one of the following, selected at TeamViewer’s reasonable discretion: either (i) repair the Software, (ii) replace the Software with software of substantially the same functionality, or (iii) terminate the Contract and refund the relevant fees paid for such non-compliant Software. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications or enhancements, or misapplication. THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR TEAMVIEWER’S BREACH OF THIS WARRANTY.

16.2. Restrictions.

The limited obligation pursuant to section 16.1. above does not include the right to (i) any adaptation of the Software to new operating systems or new operating system versions, (ii) the adaptation of the Software to the scope of functions of competing products, (iii) the establishment of compatibility with new data formats or Releases (cf. sections 5.2 and 5.3) or (iv) the provision of any functionality which is no longer supported by TeamViewer.

16.3. Disclaimer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN THIS SECTION 15 ARE CUSTOMER’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE OR ANY SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.

Part IV
Supplementary provisions regarding Freemium Software

17. Product Specification in case of Freemium Software.

A key element of and part of the Product Specification for the Freemium Software is the display and receipt of personalized marketing messages in the Software as well as the processing of personal data necessary to provide such personalization.

18. Server Services in case of Freemium Software.

In case of Freemium Software, the Customer has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time.

19. Term and termination in case of Freemium Software.

The Contract shall enter into effect upon its conclusion and be concluded for an unlimited period of time. Either party may terminate the Contract at any time without giving reasons or notice.

If the Customer wishes to opt-out of receiving personalized marketing messages, any such declaration shall be interpreted as a termination of the Contract and the Customer shall have no right to use the Freemium Software thereafter. If, however, the Customer continues to use the Freemium Software after providing such a declaration, the continued use shall be understood as acceptance of and be governed by the terms of this EULA (including, for the avoidance of doubt, section 17 above).

Either party’s right to terminate for good cause remains unaffected. Sections 14.3 and 14.4 shall apply accordingly.

20. No warranty for Freemium Software

If TeamViewer provides Freemium Software, the Freemium Software and the related Server Services are provided “AS IS” without warranty of any kind.

C

1. GENERAL

For the data processing activities described in Annex 1 for which TeamViewer acts as the Customer’s data processor, the parties, until further notice, agree on the following regulations concerning commissioned (data) processing, which supplement the EULA (the “DPA”).

2. RIGHTS AND OBLIGATIONS OF TEAMVIEWER

2.1 Compliance with Applicable Laws.

The obligations of TeamViewer shall arise from this DPA and the applicable laws. The applicable laws shall particularly include the German Federal Data Protection Act (Bundesdatenschutzgesetz – “BDSG”) and the General Data Protection Regulation (“GDPR”).

2.2 Processing on Instructions Only.

To the extent this DPA is applicable, TeamViewer shall only process personal data on documented instructions from the Customer mutually agreed by the parties in the EULA and the Order. Customer may issue additional instructions to the extent required in order to comply with the applicable data protection laws.

2.3 Obligation of Confidentiality.

TeamViewer shall ensure and provide verification upon request that those persons authorized to process personal data have committed themselves to confidentiality, unless they are subject to a statutory obligation of confidentiality.

2.4 Security Measures Pursuant to Art. 32 GDPR

2.4.1 Principle. TeamViewer declares that it will implement the necessary measures for the security of processing according to Art. 32 of the GDPR (collectively, the “Security Measures”).

2.4.2 Scope. For the concrete commissioned processing, a level of security appropriate to the risk for the rights and freedoms of the natural persons who are the subject of the processing shall be guaranteed. In this regard, the protection objectives of Art. 32(1) of the GDPR, especially the confidentiality, integrity, availability and resilience of the processing systems and services in terms of the nature, scope, context and purposes of the processing shall be taken into account in such a way that any risks shall be mitigated permanently through appropriate Security Measures.

2.4.3 Security Measures. The selected Security Measures are described in detail in the documentation of the Security Measures. Please contact us to receive a copy of such documentation.

2.4.4 Procedure for Reviewing. The documentation of the Security Measures also describes the procedures for regularly reviewing, assessing and evaluating the effectiveness of the then-current Security Measures.

2.4.5 Changes. The Security Measures are subject to technical progress and further developments. TeamViewer shall be permitted in principle to implement alternative adequate measures. The level of security may thereby not fall below the level existing prior to this DPA on the basis of the Security Measures already implemented or to be implemented.

2.5 Engagement of Additional Processors.

The obligations of TeamViewer when engaging additional processors (“Subcontractors”) are regulated in clause 3.

2.6 Assistance with Safeguarding the Rights of Data Subjects.

TeamViewer shall assist the Customer by appropriate technical and organizational measures, insofar as this is possible, in fulfilling the Customer’s obligations to respond to rights to rectification, deletion or blocking according to the BDSG or requests for exercising the data subject’s rights laid down in Chapter III of the GDPR. If a data subject directly contacts TeamViewer for the purposes of exercising the data subject’s rights with regard to data processed on behalf of Customer, TeamViewer shall forward this request to the Customer without delay. All costs incurred insofar shall be borne by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law.

2.7 Assistance with Ensuring Compliance with Art. 32 – 36 GDPR.

Taking into account the nature of processing and the information available to TeamViewer, TeamViewer shall assist the Customer by appropriate technical and organisational measures, insofar as this is possible, in ensuring compliance with the obligations pursuant to Art. 32 – 36 GDPR, in particular with respect to the security of the processing, data protection impact assessments and consultation of supervisory authorities. All costs incurred insofar shall be borne by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law. TeamViewer shall provide the Customer with the information required for the preparation of the list of processing operations.

2.8 Deletion and Return at the End of Processing.

At the choice of the Customer, TeamViewer shall delete or return the personal data that is the object of the commissioned data processing, unless the law of the European Union or a Member State to which TeamViewer is subject requires storage of the personal data.

TeamViewer shall make available to the Customer all information necessary to demonstrate compliance with the obligations resulting from clauses 2 and 3. In the event of any failure to provide such information or audit reports, TeamViewer will regularly, at least every 18 months, make available certificates of regular audits by a recognized auditor. TeamViewer allows for and contributes to additional audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; the costs for such additional audits shall be borne by the Customer except in case TeamViewer’s certificate gives substantial rise to concerns of non-compliance.

2.10 Obligation to Notify Doubts About Instructions.

TeamViewer shall immediately inform the Customer if, in its opinion, the execution of an instruction could infringe any applicable data protection laws.

2.11 Obligation to Notify Breaches.

If TeamViewer detects any breaches of applicable data protection laws, this DPA, instructions of the Customer relating to the data processing, TeamViewer shall notify the Customer without undue delay.

2.12 Designation of a Data Protection Officer.

TeamViewer appointed Mr. Julian Häcker as external data protection officer, who can be reached at privacy@teamviewer.com, at dsb-teamviewer@ensecur.de, or at ENSECUR GmbH, to the attention of Mr. Julian Häcker, Sophienstraße 25, 70178 Stuttgart.

2.13 Disclosure or Publication of Appropriate or Suitable Safeguards for Transfers to a Third Country.

TeamViewer agrees to disclose or publish information on the appropriate or suitable safeguards that have been used to make a transfer to a third country to the extent that this is required under Art. 13(1) f) or 14(1) f) of the GDPR in order to inform the data subject.

3. SUBCONTRACTORS

3.1 Subcontractors Engaged Upon Conclusion of the DPA.

TeamViewer has engaged a number of Subcontractors, and a list is available upon request. The Customer shall treat the list of Subcontractors as a confidential business secret and shall not disclose it to third parties.

3.2 Additional Subcontractors.

If TeamViewer would like to engage additional or different Subcontractors to render the contractually agreed services, such Subcontractors shall be selected using the due care required by law. TeamViewer shall give the Customer prior notice of the appointment of any new Subcontractors 15 days in advance. The Customer may object against the instruction of the new Subcontractors on reasonable grounds. In case an understanding cannot be reached, TeamViewer is entitled to terminate the Contract with 2 weeks’ notice.

3.2 Additional Subcontractors.

3.3.1 Structuring Contracts According to the Requirements of the Agreement. TeamViewer shall structure the contracts with Subcontractors in such a way that they comply with the requirements of the applica-ble data protection laws and this Agreement.

3.3 Obligations of Subcontractors.

3.3.1 Structuring Contracts According to the Requirements of the DPA. TeamViewer shall structure the contracts with Subcontractors in such a way that they comply with the requirements of the applicable data protection laws and this DPA.

3.3.2 Engagement of Additional or Different Subcontractors. TeamViewer shall obligate any Subcontractors to commit in particular to refraining from engaging any additional or other Subcontractors to process personal data without complying with clause 3.2.

3.3.3 Checking Safeguards of Subcontractors. TeamViewer will examine whether sufficient safeguards will be provided to implement appropriate technical and organizational measures in such a way that the applicable data protection laws and this DPA are complied with.

Annex 1: Details of the Data Processing.

1. Object. The general object of the data processing is described in the EULA.

2. Duration. The duration of the data processing shall correspond to the term of the EULA.

3. Nature and Purpose of the Processing. TeamViewer processes personal data as the Customer’s data processor for the purpose of enabling the use of the Software and Services provided under the EULA according to documented instructions of the Customer.

4. Types of Personal Data. The following types of personal data shall be processed by TeamViewer as data processor:

4.1 Content data transferred in communication connections between different users of the Software and data entered by users when scheduling and conducting a meeting.

If the place of acquisition or your (main) place of residence is outside the USA, South America, or Canada, the provisions of our End User License Agreement under Section A shall apply to our contractual relationship.

If the place of acquisition or your (main) place of residence is in the USA, South America, or Canada, the provisions of our End User License Agreement under Section B shall apply to our contractual relationship.

Independent of your location of residence, a new section C. is added to the provisions of the End User License Agreement:

The original of this End User License Agreement is drawn in the German language. If the place of acquisition or your (main) residence is in Germany, Austria or Switzerland, the German version shall prevail over the English version. In all other countries, the English Version shall prevail over the local version (if any). All other translations (if any) shall solely serve for a better understanding.

A.
Section 1
General provisions

1. General content of the contract

1.1. Parties and subject matter.

The provisions of the present End User License Agreement (“EULA” or “Agreement”) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany (“TeamViewer”) and its customers or users (hereinafter collectively “Customer”) in respect of the provision of a standard software (“TeamViewer IoT” or “Software”) and the rendering of associated services. TeamViewer IoT is comprised of independent modules. They may also be used separately.

In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software (“Server Services”). This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, and to apps for mobile terminals (e.g. iOS, Android) (“Apps”) as well as to the features and functions comprised in the software. The same shall apply to support services (“Support Services”), which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. For the avoidance of doubt, notwithstanding the use of terms like purchase or similar, the Software is licensed, not sold.

1.2. Conclusion and contents of the Agreement.

A contract pursuant to this EULA shall be formed, if (i) the Customer consummates the web-based order or download process on the TeamViewer website if available or respectively start using the IoT dashboard) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” / “I accept” / “Download TeamViewer IoT” or similarly named button, or, if (ii) the Customer and TeamViewer sign a written order form, or, if (iii) the Customer orders by phone and receives an order confirmation by e-mail, or if (iv) the Customer installs or uses the free version of the Software (“Freemium Software”) or a trial license (“Trial License”), or (v) if the Customer is provisioning devices and accepts the EULA via a command line interface. In case of (i), (iv) and (v), the Customer herewith waives the receipt of a notification of acceptance by TeamViewer in accordance with Section 151 of the German Civil Code. This EULA shall apply accordingly for the Freemium Software and Trial Licenses of the Software.

Details regarding the contract (e.g. selected Software, scope of functions, term, services, etc.), are set forth in the options selected by the Customer and in the specifications provided by TeamViewer during the ordering process or in case of a Freemium Software or Trial License Contract prior to the usage of the registration for the IoT dashboard, or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Contract”).

1.3. No deviating provisions.

This Contract, including all Orders hereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, even if the purchase order or similar instrument is accepted by TeamViewer.

1.4. Obligations in electronic commerce.

To the extent permitted by applicable law, Section 312i para. 1 no.1, 2 and 3 as well as Section 312i para. 1 sentence 2 BGB, which provide for certain obligations in the part of TeamViewer in electronic commerce, shall herewith be excluded.

2. Product specification and activation of the Software

2.1. Product specification.

The functions of the Software and a description of any services are set forth and described in the product description available on the TeamViewer website (c.f. www.teamviewer.com/iot and the on the applicable Order (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software and the Server Services; any other oral or written statements of TeamViewer shall not be relevant. Some features and functions of the Software or Services provided by TeamViewer may include or depend on certain third party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited.

2.2. No guarantees.

In case of doubt, guarantees regarding the quality or features made by TeamViewer shall only be interpreted as such if they have been made in writing (including a signature) and are labelled “guarantee”.

2.3. Provision and activation.

TeamViewer shall provide the Software to the Customer for electronic download or as a cloud service, as the case may be. After completing the Order in the event of fee-based subscription license, the Customer gets access to the Software. The rights of use and functionalities in accordance with the Contract shall then be available to the Customer.

3. Software rights of use

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customers computers within the limits of the scope of use specified in the Order and this EULA.

3.2. Scope of use of the trial license.

TeamViewer may offer a trial license (“Trial License”) for a limited period of time. If TeamViewer elects to offer a Trial License, the Trial License is limited:

(i) in time to the term of the respective trial period (“Trial Period”) as stipulated in the Order or respectively on the TeamViewer IoT website, and;

(ii) in the scope of use up to 10 devices per account created, and, up to 50,000 messages per device per month (“Fair Usage Restrictions”).

The Customer acknowledges and agrees that a Trial License might be converted in a fee-based license after the Trial Period dependent on the chosen functionality, in which case TeamViewer will notify the Customer hereof prior to the end of the Trial Period.

3.3. Scope of use for fee-based subscription licenses of the Software.

Fee-based subscription licenses of the Software are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. functions) shall be set forth in the Order. If the Customer obtains a fee-based license, then the Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall be deemed an affiliated enterprise in the meaning of Section 15 German Stock Cooperation Act (AktG).

3.4. Scope of use for Freemium-Software.

The use of the Freemium-Software is permitted for the user’s own, private, non-commercial purposes (or if the Customer is a business/entrepreneur is dependent on the chosen functionality of the Software. In any case, the permitted scope of use for the Freemium Software shall be subject to the Fair Usage Restrictions as set out in Section 3.2 above.

3.5. Prohibition of excessive use.

Any use of the Software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. An excessive use in case of a Trial License or Freemium Software shall include without limitation if the Customer uses the Trial License or the Freemium Software in excess of the Fair Usage Restrictions set out in Section 3.2. TeamViewer reserves the right to deactivate a Trial License or the Freemium Software or block connections made by a Trial License or the Freemium Software if the Customer is in breach of the Fair Usage Restrictions. In addition, TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use.

3.6. Source code and restrictions.

The Customer shall not do or procure any third parties to do any of the following: (i) decompile, reverse engineer, or disassemble in any way source codes or underlying ideas or algorithms in connection with the Software or in any other way try to derive, analyze, or use the above, except and only to the extent that the provisions of the preceding paragraph are explicitly prohibited by law, (ii) except to the extent that this is explicitly stipulated in the present Agreement – cf. Section 3.3 – provide, lease, let, use for time share or service office purposes, as well as in any other way use or grant the use of the Software for the benefit of third parties, (iii) modify the Software or create derivative forms of the Software or (iv) remove product markings, copyright notices, or any other notices on this or any other Software. The rights of use granted shall not include any rights to the source code of the Software. This shall not affect the Customer’s statutory rights, in particular pursuant to sec. 69e of the German Copyright Act (UrhG). Markings of the Software, in particular, copyright notices, brands, serial number or similar must not be removed, modified or rendered illegible The Customer undertakes to treat the Software in confidence, not to disclose or use it, unless this is explicitly permitted in this Agreement. The Customer acknowledges and agrees that there will be no adequate remedies in the event of a breach of this Section 3.6 and that any such breach of the above obligations would cause irredeemable damage to TeamViewer, where financial compensation would not constitute adequate indemnification, and that TeamViewer in addition to its other rights and remedies may assert claims to other remedies or interlocutory relief.

3.7. Provision to third parties.

The Customer shall not be entitled to give or provide the Software to third parties beyond the intended use; in particular, the Customer shall not be entitled to sell the Software. The foregoing does not affect the right of an Affiliate to use the Software in accordance with Section 3.3 of this Contract.

3.8. Reservation of rights.

As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any updates thereto provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.9. Right to audit and self-declaration.

TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use. Customer acknowledges and agrees that TeamViewer reserves the right without any liability whatsoever to electronically disable the Software or cease any Services in the event that TeamViewer receives knowledge or has reason to believe that (i) the use of the Software or parts thereof by the Customer is in breach of any applicable law, or, (ii) if the Customer is engaged in any fraudulent or criminal activity.

4. Server Services and other services provided by TeamViewer

4.1. Server Services.

For the establishment of encrypted connections between different devices, the Software must respectively first of all communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

TeamViewer is willing to provide Customer with the respective Server Services. The Server Services may be unavailable from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. The Internet connection between the Customer and the data center as well as the required hardware and software (e.g. PC, operating system) shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by Customer. In case of Freemium-Software or a Trial License, the user has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time. For fee-based subscription licenses, the Server Services will be provided during the limited term of the Customer’s subscription to the Software.

4.2. Installation, configuration.

The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

4.3. Support.

TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services. In case of Freemium Software or a Trial License, the Customer shall not be entitled to any Support Services. This shall not affect any statutory warranty claims of the Customer.

4.4. Documentation.

TeamViewer shall provide a description of the functionalities in electronic format online in English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under https://community.teamviewer.com/t5/IoT-Knowledge-Base/tkb-p/IoT_Knowledge_Base. As between the parties, TeamViewer retains all rights, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

4.5. Updates.

TeamViewer may at its own discretion provide free Software updates for download. Updates may comprise of bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations) or new functions. There shall be no obligation to provide updates. The Customer’s warranty claims shall remain unaffected. The Customer shall be required to (i) regularly, but no less than once every month, verify if new updates of the Software are available, and, (ii) at his own expense to input the respective current Software update. Moreover, the Customer acknowledges and agrees that it might be required to install security-critical updates promptly on notification by TeamViewer. The rights of use according to the Software as such shall apply accordingly to updates (section 2).

4.6. Programming interfaces.

At TeamViewer’s discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change switch off APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

4.7. Changes to the services.

TeamViewer may change the Software in the context of updates as well as the Server Services (including the system requirements) for good cause. Such a good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changed technical framework conditions ( e.g. new encryption standards), or (iii) the protection of the system security.

5. Obligations and duties of the Customer

5.1. Lawful usage.

The Customer shall use the Software and the Server Services only in accordance with the provisions of this Contract and in accordance with applicable laws and regulations in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions.

5.2. Export controls and economic sanctions.

Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

This Section shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

“Restricted Party” means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Crimea, Cuba, Iran, North Korea, Sudan and Syria.

“Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3. System requirements.

The requirements for the Customer’s software and hardware are specified in the manuals and the Product Specification (cf. sec. 2.1 and 4.4). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these requirements.

6. Confidentiality and data protection

6.1. Confidentiality.

The products offered by TeamViewer, including the Software and all manuals and documentation provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance with this Contract.

6.2. Data protection.

TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses data of Customer for the implementation and processing of the contractual relation with Customer, in particular for successfully establishing connections via the Internet. Data of Customer is not shared with third party advertisers without prior written consent. Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that any non-personal or anonymous data collected may be sent to any of the worldwide offices or affiliates of TeamViewer. Details about collection, processing, and use of personal data by TeamViewer are described in the Data Protection Policy available for download under https://www.teamviewer.com/privacy-policy/.

6.3. Data visualization and monitoring.

The Customer acknowledges and agrees, that if data visualization or monitoring services are included in the Contract, it is a prerequisite that TeamViewer will process and aggregate such data. The Customer further acknowledges and agrees that the results of such monitoring and visualization services is dependent on the quality of the forwarded data and that such services might not always work error-free. The Customer represents and warrants to TeamViewer that it has the legal right to forward involved data to TeamViewer. Moreover, TeamViewer might provide certain notification and alerting services. Customer acknowledges and agrees that such notification and alerting services might not always work error-free and that consequently false positive alerts might occur.

7. Limitation of liability

7.1. Exclusion in certain cases.

TeamViewer shall be liable for damages within the scope of statutory provisions to the extent that such damage

(i) was caused with intention or gross negligence on the part of TeamViewer, or,

(ii) with slight negligence on the part of TeamViewer and is due to any material breach of duty, jeopardizing realization of the purpose of this Agreement, or due to the breach of obligations, which must be satisfied to allow for the due performance of this Agreement, and where the Customer may rely on their compliance (cardinal duties), or,

(iii) which are due to injury to life, limb, or health of any person, assumption of an explicit warranty, malicious concealment of a defect or any provision of the German Product Liability Act.

Any further liability for data losses shall be excluded. Moreover, any liability on the part of TeamViewer shall be excluded regardless of the legal grounds.

7.2. Limitation of the amount.

In the case of sec. 7.1 sentence 1 (ii) (slightly negligent breach of material obligations), TeamViewer shall only be subject to limited liability for damages that can be typically expected in the case of a contract of this type.

7.3. Limitation of liability in case of Trial License or Freemium-Software.

In deviation from sec. 7.1 and 7.2, in case TeamViewer provided Freemium-Software to a Customer, the provisions on lending (sec. 598 et seq. BGB), shall take precedence, i.e., in particular, the provisions that TeamViewer’s liability for defects shall be limited to fraudulently concealment of defects in accordance with Section 600 BGB and the liability of TeamViewer shall be limited to intent and gross negligence in accordance with Section 599 BGB and that the shortened limitation period of six months in accordance with sec. 606 BGB shall apply.

7.4. Employees and agents of TeamViewer.

The limitations of liability pursuant to sec. 7.1 to 7.3 shall also apply to claims against employees or agents of TeamViewer.

8. User fee, price changes, and default in payment

8.1. User fee.

For the rights of use to the software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the user fee set forth in the Order, unless the Order specifies use free of charge.

8.2. Due date.

Unless specified otherwise in the Order, the user fee shall be due and payable monthly in advance. In case of annual licenses monthly payment is excluded except otherwise agreed on an individual basis.

8.3. Changes to the scope of use.

The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 11.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

8.4. Invoicing.

Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) – if created – by uploading it to the Customer’s TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

8.5. Payment methods.

Invoice amounts may be paid by credit card. Additional payment types (e.g. direct debit or check) can be selected during the ordering process if available. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

8.6. Prices, fees, and taxes.

The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Generally prices shall not include any sales, excise, value added or any other tax (including applicable withholding tax); the Customer shall be responsible for paying tax all such taxes except those taxes which are imposed on the net income attributable to TeamViewer. Should TeamViewer be liable to any sales, excise, value added or any other tax under local jurisdiction, such tax shall be added on top of the sales price and be charged to the Customer. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed in the Order.

8.7. Price changes.

TeamViewer shall be entitled to increase the user fee in a reasonable manner with effect from the end of an initial term or a renewal term. TeamViewer shall announce the increase in advance with a notice period at least equal to that required for convenience termination by TeamViewer. The Customer may object to the increase; in such case, the Agreement shall terminate upon the increase taking effect. If the Customer does not object, this shall be considered approval of the increase. TeamViewer shall notify the Customer in the announcement about such effect of his silence.

8.8. Default in payment.

The occurrence of default in payment and default interest shall be governed by statutory provisions, including without limitation sections 286 and 288 BGB.

(i) Dunning fee. In case of a second reminder, TeamViewer shall be entitled to charge a reasonable dunning fee.

(ii) Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services (“Locking”). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the software. There shall be no Locking or it shall be lifted once the Customer has made full payment. While locked, various modules cannot be utilized in accordance with the service package. During Locking, the Customer shall remain obligated to pay the user fee.

(iii) Termination in case of default in payment. TeamViewer shall be entitled to extraordinary termination of the Agreement if the Customer (i) fails to pay the user fee on two consecutive payment dates or is in default with payment of a significant portion of the user fee or (ii) is in default with payment of the user fee in an amount equivalent to the user fee for two months for a period covering more than two payment dates.

9. Warranty for defects

9.1. Freedom from defects and condition.

TeamViewer shall provide the software free from any defects in quality or title and throughout the term of the Agreement shall maintain it in a condition suitable for contractual use.

9.2. Maintenance obligation.

The obligation to maintain the software shall not comprise adapting the software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or maintaining the compatibility of the Software with other TeamViewer products.

9.3. Remedy of Defects.

The Customer shall preferentially report defects of the software or of the server services by filing a web form or sending an email to TeamViewer. The Customer to the extent possible and reasonable, shall explain the particular circumstances under which the fault occurred (e.g. screenshots, log data). TeamViewer shall remove defects within a reasonable period of time. TeamViewer may remove defects in the form of updates and patches if the contractual range of functions is maintained and if the transfer does not result in significant disadvantages. The Customer shall bear the costs of installation. TeamViewer shall furthermore be entitled to temporarily instruct the Customer about options to bypass a defect and to remove the defect subsequently by adapting the software or server services if this can reasonably be expected from the Customer.

9.4. Termination.

Termination by the Customer pursuant to section 543 para. 2 sentence 1 no. 1 BGB because of the failure to provide contractual use shall be permitted only if TeamViewer has been given adequate opportunities to remove the defect and if this has failed.

9.5. Initial impossibility.

9.6. Limitation.

If the Customer is an Entrepreneur, warranty claims shall lapse after twelve months. This shall not apply in case of warranty claims subject to mandatory statutory liability on the part of TeamViewer (e.g. in case of malice, cf. clause 7.1 sentence 2).

9.7. Statutory provisions.

10. Term and termination

10.1. Term and convenience termination.

Unless specified otherwise in the Order, the following shall apply if the software is provided against consideration: If the Agreement has a term of twelve (12) months (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further twelve (12) months at a time (“Renewal Term”), unless the Agreement is terminated by either party with 30 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further month at a time (“Renewal Term”), unless the Agreement is terminated by either party with 14 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term.

10.2. Extraordinary termination.

The right to terminate for good cause shall remain unaffected. The termination right of TeamViewer in case of default in payment shall be subject to clause 9.8 (iii).

10.3. Termination notice.

Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate the Agreement. TeamViewer may also terminate an Agreement by way of a corresponding notice in the software.

10.4. Consequences of termination.

Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the Software. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the Software’s functions and to store them for further use. TeamViewer shall not be obligated to any further release of data, unless the Customer has a right to receive such data under applicable law. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data. The foregoing shall not affect TeamViewer’s right to use data in accordance with section 6.2.

11. General provisions

11.1. Amendments and changes to the general terms and conditions.

TeamViewer shall in principle be entitled to amend these EULA at any time. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

11.2. Communication by e-mail.

Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.teamviewer.com/support/contact.

11.3. Applicable law.

This Contract and any disputes in connection with it shall be exclusively governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

11.4. Venue.

If the Customer is a merchant, a legal entity under public law or a special fund under public law, exclusive venue shall be the seat of TeamViewer. In such case, TeamViewer shall remain entitled to take legal action at the Customer’s seat.

11.5. Severability.

If individual provisions of this Agreement are or become unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with what the Parties would have stipulated in good faith according to the originally intended purposes from an economic perspective. The same shall apply in case of any gaps.

11.6. Exclusive application.

This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing. In the event that this EULA is translated in any other language, the English version shall prevail.

B.
Section 1
General provisions

1. General content of the contract

1.1. Parties and subject matter.

The provisions of the present End User License Agreement (“EULA” or “Agreement”) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany (“TeamViewer”) and its customers or users (hereinafter collectively “Customer”) in respect of the provision of a standard software (“TeamViewer IoT”) and the rendering of associated services. TeamViewer IoT is comprised of various independent modules (each module a “Software”). They may also be used separately.

In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software (“Server Services”). This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, and to apps for mobile terminals (e.g. iOS, Android) (“Apps”) as well as to the features and functions comprised in the software. The same shall apply to support services (“Support Services”), which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. For the avoidance of doubt, notwithstanding the use of terms like purchase or similar, the Software is licensed, not sold.

1.2. Conclusion and contents of the Agreement.

A contract pursuant to this EULA shall be formed, if (i) the Customer consummates the web-based order or download process on the TeamViewer website if available or respectively start using the IoT IoT dashboard) and, at the end, clicks on the “Purchase” / “Order” / “Subscribe” / “I accept” / “Download TeamViewer IoT” or similarly named button, or, if (ii) the Customer and TeamViewer sign a written order form, or, if (iii) the Customer orders by phone and receives an order confirmation by e-mail, or if (iv) the Customer installs or uses the free version of the Software (“Freemium Software”) or a trial license (“Trial License”), or (v) if the Customer is provisioning devices and accepts the EULA via a command line interface. In case of (i), (iv) and (v) a, the Customer herewith waives the receipt of a notification of acceptance by TeamViewer. This EULA shall apply accordingly for the Freemium Software and Trial Licenses of the Software.

Details regarding the contract (e.g. selected Software, scope of functions, term, services, etc.), are set forth in the options selected by the Customer and in the specifications provided by TeamViewer during the ordering process or in case of a Freemium Software or Trial License Contract prior to the registration for the IoT dashboard], or respectively on the order form (hereinafter all consistently referred to as “Order”, and hereinafter this EULA and the Order together shall be referred to as the “Contract”).

1.3. No deviating provisions.

This Contract, including all Orders hereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of Customer shall be of no force or effect, even if the purchase order or similar instrument is accepted by TeamViewer.

2. Product specification and activation of the Software

2.1. Product specification.

The functions of the Software and a description of any services are set forth and described in the product description available on the TeamViewer websitewww.teamviewer.com/iot and on the applicable Order (“Product Specification”). Only this Product Specification shall be relevant to the contractually agreed quality and features of the Software and the Server Services; any other oral or written statements of TeamViewer shall not be relevant. Some features and functions of the Software or Services provided by TeamViewer may include or depend on certain third party products and services all of which may be subject to changes by such third parties. Accordingly, such features and functions may be modified or limited.

2.2. No guarantees.

In case of doubt, guarantees regarding the quality or features made by TeamViewer shall only be interpreted as such if they have been made in writing (including a signature) and are labelled “guarantee”.

2.3. Provision and activation.

TeamViewer shall provide the Software to the Customer for electronic download or as a cloud service, as the case may be. After completing the Order in the event of fee-based subscription license, the Customer shall receive (i) a license key, or (ii) an activation link for the activation of the license. Once the license has been activated, the rights of use and functionalities in accordance with the Contract shall be available to the Customer.

3. Software rights of use

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (subject to applicable export regulations; unless the Customer is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferrable and not sub-licensable right to install, run and use the Software on Customers computers within the limits of the scope of use specified in the Order and this EULA.

3.2. Scope of use of the trial license.

TeamViewer may offer a trial license (“Trial License”) for a limited period of time. If TeamViewer elects to offer a Trial License, the Trial License is limited:

(i) in time to the term of the respective trial period (“Trial Period”) as stipulated in the Order, and;

(ii) in the scope of use up to 10 devices per account created, and, up to 50,000 messages per device per month (“Fair Usage Restrictions”).

The Customer acknowledges and agrees that a Trial License might become a fee-based license after the Trial Period dependent on the chosen functionality. The Customer acknowledges and agrees that a Trial License might be converted in a fee-based license after the Trial Period dependent on the chosen functionality, in which case TeamViewer will notify the Customer hereof prior to the end of the Trial Period.

3.3. Scope of use for fee-based licenses of the Software.

Fee-based subscription licenses of the Software are available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. functions) shall be set forth in the Order. If the Customer obtains a fee-based license, then the Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

3.4. Scope of use for Freemium-Software.

Without concluding an individual contract with TeamViewer the use of the Freemium-Software is permitted for the user’s own, private, but also commercial purposes for free. In any case, the permitted scope of use for the Freemium Software shall be subject to the Fair Usage Restrictions as set out in Section 3.2 above.

3.5. Prohibition of excessive use.

Any use of the Software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. An excessive use in case of a Trial License or Freemium Software shall include without limitation if the Customer uses the Trial License or the Freemium Software in excess of the Fair Usage Restrictions set out in Section 3.2. TeamViewer reserves the right to deactivate a Trial License or the Freemium Software or block connections made by a Trial License or the Freemium Software if the Customer is in breach of the Fair Usage Restrictions. In addition, TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use.

3.6. Source code and restrictions.

Customer will not and will not allow a third party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to derive, analyze or use any source code or underlying ideas or algorithms related to the Software by any means whatsoever, except and only to the minimal extent the provisions of this Section are expressly prohibited by applicable statutory law, (ii) except as expressly set forth herein – cf. 3.1 sentence 2 – provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software to or for the benefit of third parties, (iii) modify the Software or create any derivative works of the Software or (iv) remove any product identification, copyright or other notices in the Software or on any Software. Customer agrees to hold in confidence, not disclose, and not use the Software except as expressly permitted herein. Customer recognizes and agrees that there is no adequate remedy at law for a breach of this Section 3.6 and that such breach would irreparably harm TeamViewer for which monetary damages would not be an adequate remedy and that TeamViewer is entitled, in addition to its other rights and remedies, to equitable relief.

3.7. Provision to third parties.

The Customer shall not be entitled to give or provide the Software to third parties beyond the intended use; in particular, the Customer shall not be entitled to sell the Software. The foregoing does not affect the right of an Affiliate to use the Software in accordance with Section 3.3 of this Contract.

3.8. Reservation of rights.

As between the parties, TeamViewer retains all right, title and interest in and to the Software (and any updates thereto provided by TeamViewer) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

3.9. Right to audit and self-declaration.

TeamViewer may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Customer. Also, TeamViewer may require the Customer, at any time, to provide a self-declaration regarding its actual scope of use. Customer acknowledges and agrees that TeamViewer reserves the right without any liability whatsoever to electronically disable the Software or cease any Services in the event that TeamViewer receives knowledge or has reason to believe that (i) the use of the Software or parts thereof by the Customer is in breach of any applicable law, or, (ii) if the Customer is engaged in any fraudulent or criminal activity.

4. Server Services and other services provided by TeamViewer

4.1. Server Services.

For the establishment of encrypted connections between different devices, the Software must respectively first of all communicate with servers of TeamViewer (so-called “handshake”). In addition, it may be necessary for the transmission of data that encrypted data packets be forwarded by servers of TeamViewer (so-called “routing”). Such handshake and routing are made available in connection with TeamViewer’s Server Services.

TeamViewer is willing to provide Customer with the respective Server Services. The Server Services may be unavailable from time to time due to technical difficulties or due to causes beyond the reasonable control of TeamViewer. The Internet connection between the Customer and the data center as well as the required hardware and software (e.g. PC, operating system) shall not be included in the services provided by TeamViewer and shall be Customer’s responsibility. The respective costs shall be borne by Customer. In case of Freemium-Software or a Trial License, the user has no claim to demand the provision of the Server Services and TeamViewer may in its sole discretion discontinue or modify the Server Services at any time.

For fee based subscription licenses, the Server Services will be provided during the limited term of the Customer’s subscription to the Software.

4.2. Installation, configuration.

The Customer shall be solely responsible for the installation and configuration of the Software. TeamViewer is not responsible for any installation or configuration.

4.3. Support.

TeamViewer’s only obligation for Support Services shall be to provide those specific Support Services set forth and described on the Order (if any), subject to Customer’s payment in full for such Support Services. In case of Freemium Software, the Customer shall not be entitled to any Support Services. This shall not affect any statutory warranty claims of the Customer.

4.4. Documentation.

TeamViewer shall provide a description of the functionalities in electronic format in English. Any further languages may be offered by TeamViewer on a voluntary basis, at TeamViewer’s sole discretion. The documentation is available under https://community.teamviewer.com/t5/IoT-Knowledge-Base/tkb-p/IoT_Knowledge_Base. As between the parties, TeamViewer retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.

4.5. Updates.

TeamViewer may at its own discretion provide free Software updates for download. Updates may comprise bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations) or new functions. There shall be no obligation to provide updates. The Customer’s warranty claims shall remain unaffected. The Customer shall be required to (i) regularly, but no less than once every month, verify if new updates of the Software are available, and, (ii) at its own expense to input the respective current Software update. Moreover, the Customer acknowledges and agrees that it might be required to install security-critical updates promptly on notification by TeamViewer. The rights of use according to the Software as such shall apply accordingly to updates (section 2).

4.6. Programming interfaces.

At TeamViewer’s sole discretion, the Software or Server Services may provide programming interfaces or other software interfaces (“API”) which may include applications of third parties or of the Customer (“Third-party Software”) that can communicate with the Software or respectively the servers of TeamViewer. TeamViewer may change APIs at any time without any obligation or liability to Customer. The respective provider shall be responsible for the Third-party Software. The provisions of this Contract shall not apply to any such Third-party Software and TeamViewer shall have no liability for any Third-party Software.

4.7. Changes to the services.

TeamViewer may change the Software in the context of updates as well as the Server Services (including the system requirements) for good cause. Such a good cause shall exist especially if the change is required due to (i) a necessary adaptation required by applicable law, (ii) changed technical framework conditions (new encryption standards), or (iii) the protection of the system security.

5. Obligations and duties of the Customer

5.1. Lawful usage.

The Customer shall use the Software and the Server Services only in accordance with the provisions of this Contract and in accordance with applicable laws and regulations in connection with such use. When using the Software and Server Services, the Customer shall, in particular, comply with all applicable data protection and export control provisions. If the Customer is a covered entity, a business associate or a representative of a covered entity or of a business associate (pursuant to the definition of these terms in 45 C.F.R § 160.103), the Customer agrees not to use any component, function, or other facility of the Software in order to create, receive, manage, or transmit any “protected health information” of any kind (pursuant to the definition of this term in 45 C.F.R § 160.103) or to use the Software in any way resulting in TeamViewer becoming his business associate or a third party’s business associate.

5.2. Export controls and economic sanctions.

Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons.

Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

This Section shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

“Restricted Party” means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Crimea, Cuba, Iran, North Korea, Sudan and Syria.

“Sanctions” means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3. System requirements.

The requirements for the Customer’s software and hardware are specified in the manuals and the Product Specification (cf. sec. 2.1 and 4.4). The Customer shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these requirements.

6. Confidentiality and data protection

6.1. Confidentiality.

The products offered by TeamViewer, including the Software and all manuals and documentation provided by TeamViewer, contain essential components (e.g. algorithm and logic), constituting confidential information and trade secrets and shall be deemed TeamViewer’s Confidential Information. Customer will not disclose TeamViewer’s Confidential Information to any third party and will use TeamViewer’s Confidential Information only in accordance with this Contract.

6.2. Data protection.

TeamViewer strictly complies with applicable data protection law. TeamViewer collects, processes and uses data of Customer for the implementation and processing of the contractual relation with Customer, in particular for successfully establishing connections via the Internet. Data of Customer is not shared with third party advertisers without prior written consent. Non-personal or anonymous data may be collected automatically to improve functionality and the Customers’ experience with the Software and the Services. The Customer agrees that any non-personal or anonymous data collected may be sent to any of the worldwide offices or affiliates of TeamViewer. Details about collection, processing, and use of personal data by TeamViewer are described in the Data Protection Policy available for download under https://www.teamviewer.com/privacy-policy/.

6.3. Data visualization and monitoring.

The Customer acknowledges and agrees, that if data visualization or monitoring services are included in the Contract, it is a prerequisite that TeamViewer will process and aggregate such data. The Customer further acknowledges and agrees that the results of such monitoring and visualization services is dependent on the quality of the forwarded data and that such services might not always work error-free. The Customer represents and warrants to TeamViewer that it has the legal right to forward involved data to TeamViewer. Moreover, TeamViewer might provide certain notification and alerting services. Customer acknowledges and agrees that such notification and alerting services might not always work error-free and that consequently false positive alerts might occur.

7. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY LAW, TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES SHALL UNDER NO CIRCUMSTANCES BE LIABLE VIS-À-VIS THE CUSTOMER FOR (i) THE COSTS OF ACQUIRING REPLACEMENT GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OR LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOST REVENUES, LOST ORDERS, LOST GOODWILL, OR THE FAILURE TO REALIZE EXPECTED SAVINGS OR THE LOSS OF WORKING TIME OF MANAGEMENT OR STAFF, OR (ii) SPECIAL, INCIDENTAL, OR INDIRECT DAMAGE OCCURRING DIRECTLY OR INDIRECTLY DUE TO THIS AGREEMENT, EVEN IF TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES WERE NOTIFIED ABOUT THE POSSIBILITY THAT SUCH DAMAGE MIGHT OCCUR. THE LIABILITY OF TEAMVIEWER SHALL UNDER NO CIRCUMSTANCES EXCEED THE CHARGES, WHICH HAVE IN FACT BEEN PAID BY THE CUSTOMER WITHIN A PERIOD OF SIX (6) MONTHS FOR THE SOFTWARE OR SERVICE PRIOR TO OCCURRENCE OF THE EVENT GIVING RISE TO THE DAMAGE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF TEAMVIEWER VIS-À-VIS THE CUSTOMER FOR CULPABLY CAUSING DEATH OR BODILY INJURY OR ANY OTHER LIABILITY, WHERE EXCLUSION OR LIMITATION IS PROHIBITED BY LAW. THE EXCLUSIONS OR LIMITATIONS OF LIABILITY STIPULATED IN THIS EULA SHALL APPLY REGARDLESS OF WHETHER OR NOT THE CUSTOMER ACCEPTS THE SOFTWARE, SERVICES, OR UPDATES.

8. Indemnification

8.1. Indemnification by the Customer.

The Customer undertakes to indemnify and hold TeamViewer, any affiliates, managing directors, directors, partners, contractors or licensors of TeamViewer harmless for and against any and all direct and indirect damage, costs, and expenses (including any and all attorneys’ fees and legal costs) which are incurred by TeamViewer because of complaints, claims, demands, penalty payments, or any other third-party procedures or regulatory charges, conditions, or penalty payments, and which are based on a breach of this EULA by the Customer or on any use of the Software in breach of applicable law.

8.2. Indemnification procedure.

TeamViewer shall promptly notify the other party in writing of any action for which TeamViewer believes it is entitled to be indemnified pursuant to Section 8.1, as applicable. If TeamViewer is named a party in any judicial, administrative or other proceeding arising out of or in connection of any breach of any provision of this EULA, a negligent or wrongful act, and/or a violation of any applicable law, TeamViewer will have the option at any time to either.

(i) undertake its own defense, choosing the attorneys, consultants, and other appropriate professionals to represent its interests, in which case the Customer will be responsible for and pay the reasonable fees and expenses of such attorneys, consultants, and other professionals, or,

(ii) to hand over its defense to the indemnifying party, in which case the indemnifying party will provide qualified attorneys, consultants, and other appropriate professionals to represent the party seeking interests at the Customer’s expense. TeamViewer will have the sole right and discretion to settle, compromise or otherwise resolve any and all claims, causes of actions, liabilities or damages against it, notwithstanding that TeamViewer may have tendered its defense to the Customer. Any such resolution will not relieve the party of its obligation to indemnify the other party under this Section 8.

9. User fee, price changes, and default in payment

9.1. User fee.

For the rights of use to the software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the user fee set forth in the Order, unless the Order specifies use free of charge.

9.2. Due date.

Unless specified otherwise in the Order, the user fee shall be due and payable monthly in advance. In case of annual licenses monthly payment is excluded except otherwise agreed on an individual basis.

9.3. Changes to the scope of use.

The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 11.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

9.4. Invoicing.

Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) – if created – by uploading it to the Customer’s TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

9.5. Payment methods.

Invoice amounts may be paid by credit card. Additional payment types (e.g. direct debit or check) can be selected during the ordering process if available. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

9.6. Prices, fees, and taxes.

The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Generally prices shall not include any sales, excise, value added or any other tax (including applicable withholding tax); the Customer shall be responsible for paying tax all such taxes except those taxes which are imposed on the net income attributable to TeamViewer. Should TeamViewer be liable to any sales, excise, value added or any other tax under local jurisdiction, such tax shall be added on top of the sales price and be charged to the Customer. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed in the Order.

9.7. Price changes.

TeamViewer shall be entitled to increase the user fee in a reasonable manner with effect from the end of an initial term or a renewal term. TeamViewer shall announce the increase in advance with a notice period at least equal to that required for convenience termination by TeamViewer. The Customer may object to the increase; in such case, the Agreement shall terminate upon the increase taking effect. If the Customer does not object, this shall be considered approval of the increase. TeamViewer shall notify the Customer in the announcement about such effect of his silence.

9.8. Payment Default.

The occurrence of default in payment and default interest shall be governed by statutory provisions, including without limitation sections 286 and 288 BGB.

(i) Dunning fee. In case of a second reminder, TeamViewer shall be entitled to charge a reasonable dunning fee.

(ii) Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services (“Locking”). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the software. There shall be no Locking or it shall be lifted once the Customer has made full payment. While locked, various modules cannot be utilized in accordance with the service package. During Locking, the Customer shall remain obligated to pay the user fee.

(iii) Termination in case of default in payment. TeamViewer shall be entitled to extraordinary termination of the Agreement if the Customer (i) fails to pay the user fee on two consecutive payment dates or is in default with payment of a significant portion of the user fee or (ii) is in default with payment of the user fee in an amount equivalent to the user fee for two months for a period covering more than two payment dates.

10. Warranty for defects

10.1. Warranty, no guarantee.

TeamViewer undertakes to ensure that during the term of a subscription, the Software as well as the server services shall in every material respect comply with the respective product description. However, TeamViewer shall under no circumstances vouch to be able to remove any reported defects or that use of the Software and the server services will be uninterrupted or without any faults. TeamViewer shall furthermore not represent any properties or third-party services. In the event of a breach of any obligations under sentence 1, TeamViewer shall without additional costs for the Customer perform any subsequent improvements which are necessary for the Software and server services to comply with the assumed obligations. The Customer shall give TeamViewer adequate opportunity to remove any breach of duty and shall provide support for the removal of defects. However, in this regard, the claim to subsequent improvement shall be the Customer’s sole claim in the event of a breach of duty on the part of TeamViewer within the meaning of sentence 1. However, if TeamViewer after several attempts is unable to remove the defect of a Software or server service and if it therefore is unable to remove the breach of duty according to sentence 1, the Customer shall only be entitled to terminate the Agreement. In this case, TeamViewer shall compensate the Customer in advance for any amounts paid by the Customer to TeamViewer for the Software and server services for the remaining part of the term of the subscription. Any obligation on the part of TeamViewer about any kind of remedy in the event of defects resulting from accident, abuse, unauthorized repairs, modifications, or expansions or in case of improper use shall be excluded.

THE ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE CLAIM ON THE PART OF THE CUSTOMER IN CASE OF ANY BREACH OF DUTY UNDER THIS PROVISION.

10.2. Maintenance obligation.

The obligation to maintain the Software shall not comprise adapting the Software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or a full version of TeamViewer, which TeamViewer no longer supports.

10.3. DISCLAIMER OF WARRANTY, GUARANTEE, LIABILITY.

TO THE EXTENT PERMITTED BY LAW, THE WARRANTY AND LIABILITY CLAIMS SET FORTH IN PARAGRAPH 10 ABOVE SHALL CONSTITUTE THE CUSTOMER’S EXCLUSIVE CLAIMS AND SHALL APPLY INSTEAD OF ANY OTHER EXPLICIT OR IMPLICIT CLAIMS, INCLUDING WITHOUT LIMITATION ANY IMPLIED CLAIMS WITH A VIEW TO MARKETABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER SHALL NOT VOUCH FOR THE SOFTWARE OR THE SERVICES MEETING THE CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR THE SERVICES, INCLUDING THE SERVER SERVICES, WILL BE UNINTERRUPTED OR WITHOUT DEFECTS. THE CUSTOMER MAY HAVE OTHER RIGHTS, WHICH MAY VARY DEPENDING ON THE STATE OR COUNTRY.

11. Term and termination

11.1. Term and convenience termination.

Unless specified otherwise in the Order, the following shall apply if the software is provided against consideration: If the Agreement has a term of twelve (12) months (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further twelve (12) months at a time (“Renewal Term”), unless the Agreement is terminated by either party with 30 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.3) and subsequently shall be renewed automatically for a further month at a time (“Renewal Term”), unless the Agreement is terminated by either party with 14 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term.

11.2. Extraordinary termination.

The right to terminate for good cause shall remain unaffected. The termination right of TeamViewer in case of default in payment shall be subject to clause 9.8.(iii).

11.3. Termination notice.

Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate the Agreement. TeamViewer may also terminate an Agreement by way of a corresponding notice in the software.

11.4. Consequences of termination.

Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the Software. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the Software’s functions and to store them for further use. TeamViewer shall not be obligated to any further release of data, unless the Customer has a right to receive such data under applicable law. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data. The foregoing shall not affect TeamViewer’s right to use data in accordance with section 6.2.

12. General provisions

12.1. Amendments to the general terms and conditions.

TeamViewer shall in principle be entitled to amend these EULA at any time. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

12.2. Communication by e-mail.

Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.teamviewer.com/support/contact/.

12.3. Applicable law.

This Contract will be governed by the laws of the State of New York, United States of America. Such governing laws are exclusive of any provisions of the United Nations Convention on Contracts for Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law. If any provision of this Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this Contract shall remain in full force and effect. A waiver of any breach or default under this Contract shall not constitute a waiver of any other subsequent breach or default.

12.4. Place of jurisdiction.

TeamViewer and Customer unconditionally and irrevocably consent to the exclusive jurisdiction of the federal and/or state courts located in New York County, New York with respect to any action, suit or proceeding arising out of or relating to this Contract or the transactions contemplated hereby and the parties waive any objection with respect to such courts for the purpose of any such action, suit or proceeding.

12.5. Force Majeure.

TeamViewer shall not be liable for events of force majeure, which make it considerably more difficult to perform its contractual performance or which temporarily impede the due performance of the Agreement or make it impossible. Force majeure shall include any circumstances unrelated to the intention and influence of the contracting parties, such as acts of God, government actions, blockades, war and other military conflicts, mobilization, civil commotion, terrorist attacks, strikes, lockouts, and other labor conflicts, confiscation, embargoes or other facts, which are unforeseeable, serious and due to no fault on the part of the contracting parties, and which occur after conclusion of this Agreement.

12.6. Severability.

If individual provisions of this Agreement are or become unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with what the Parties would have stipulated in good faith according to the originally intended purposes from an economic perspective. The same shall apply in case of any gaps.

12.7. Exclusive application.

This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing. In the event that this EULA is translated in any other language, the English version shall prevail.

C.

1. GENERAL

In order to fulfill the requirements of the applicable data protection laws, concerning the TeamViewer IoT Monitoring and TeamViewer IoT Remote Control as well as the Server Services the parties, until further notice, agree on the following regulations concerning commissioned (data) processing which supplement the EULA. The details of the data processing are described in Annex 1.

2. RIGHTS AND OBLIGATIONS OF TEAMVIEWER

2.1 Compliance with Applicable Laws.

The obligations of TeamViewer shall arise from this Agreement and the applicable laws. The applicable laws shall particularly include the German Federal Data Protection Act (Bundesdatenschutzgesetz – “BDSG”) and the General Data Protection Regulation (“GDPR”).

2.2 Processing on Instructions Only.

TeamViewer shall only process personal data within the scope of this Section C and on documented instructions from the Customer mutually agreed by the parties in the EULA and the Performance Specification. Customer may issue additional instructions to the extent required in order to comply with the applicable data protection laws, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which TeamViewer is subject; in such a case, TeamViewer shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. TeamViewer shall ensure that this also applies for any persons granted access to personal data.

2.3 Obligation of Confidentiality.

TeamViewer shall ensure and provide verification upon request that those persons authorized to process personal data have committed themselves to confidentiality, unless they are subject to a statutory obligation of confidentiality.

2.4 Security Measures Pursuant to Art. 32 GDPR

2.4.1 Principle. TeamViewer declares that it will implement the necessary measures for the security of processing according to Art. 32 of the GDPR (collectively, the “Security Measures”).

2.4.2 Scope. For the concrete commissioned processing, a level of security appropriate to the risk for the rights and freedoms of the natural persons who are the subject of the processing shall be guaranteed. In this regard, the protection objectives of Art. 32(1) of the GDPR, especially the confidentiality, integrity, availability and resilience of the processing systems and services in terms of the nature, scope, context and purposes of the processing shall be taken into account in such a way that any risks shall be mitigated permanently through appropriate security measures.

2.4.4 Procedure for Reviewing. The data protection concept describes the procedures for regularly reviewing, assessing and evaluating the effectiveness of the security measures. Please contact us to receive a copy of our security measures.

2.4.5 Changes. The Security Measures are subject to technical progress and further developments. TeamViewer shall be permitted in principle to implement alternative adequate measures. The level of security may thereby not fall below the level existing prior to this Agreement on the basis of the Security Measures already implemented or to be implemented.

2.5 Engagement of Additional Processors.

The obligations of TeamViewer when engaging additional processors (“Subcontractors”) are regulated in clause 3.

2.6 Assistance with Safeguarding the Rights of Data Subjects.

TeamViewer shall assist the Customer by appropriate technical and organizational measures, insofar as this is possible, in fulfilling its obligations to respond to rights to rectification, deletion or blocking according to the BDSG or requests for exercising the data subject’s rights laid down in Chapter III of the GDPR. If a data subject should directly contact TeamViewer for the purposes of exercising the data subject’s rights, TeamViewer shall forward this request to the Customer without delay. All costs incurred insofar shall be born by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law.

2.7 Assistance with Ensuring Compliance with Art. 32 – 36 GDPR.

Taking into account the nature of processing and the information available to TeamViewer, TeamViewer shall assist the Customer in ensuring compliance with the obligations pursuant to Art. 32 – 36 GDPR, in particular with respect to the security of the processing, data protection impact assessments and consultation of supervisory authorities. All costs incurred insofar shall be born by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law. TeamViewer shall provide the Customer with the information required for the preparation of the list of processing operations.

2.8 Deletion and Return at the End of Processing.

At the choice of the Customer, TeamViewer shall delete or return the personal data that is the object of the commissioned data processing, unless the law of the European Union or a Member State to which TeamViewer is subject requires storage of the personal data.

TeamViewer shall make available to the Customer all information necessary to demonstrate compliance with the obligations resulting from clauses 2 and 3. In the event of any failure to provide such information or audit reports, TeamViewer will regularly, at least every 18 months, make available certificates of regular audits by a recognized auditor. TeamViewer allows for and contributes to additional audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; the costs for such additional audits shall be born by the Customer except in case TeamViewer’s certificate gives substantial rise to concerns of non-compliance.

2.10 Obligation to Notify Doubts About Instructions.

TeamViewer shall immediately inform the Customer if, in its opinion, the execution of an instruction could infringe any applicable data protection laws.

2.11 Obligation to Notify Breaches.

If TeamViewer detects any breaches of applicable data protection laws, this Agreement, instructions of the Customer relating to the data processing, or instructions of the data protection officer, TeamViewer shall notify the Customer without undue delay.

2.12 Designation of a Data Protection Officer.

TeamViewer has designated a data protection officer.

2.13 Disclosure or Publication of Appropriate or Suitable Safeguards for Transfers to a Third Country.

TeamViewer agrees to disclose or publish information on the appropriate or suitable safeguards that have been used to make a transfer to a third country to the extent that this is required under Art. 13(1) f) or 14(1) f) of the GDPR in order to inform the data subject.

3. SUBCONTRACTORS

3.1 Subcontractors Engaged Upon Conclusion of the Agreement.

TeamViewer has engaged a number of Subcontractors, and a list is available upon request.The Customer shall treat the list of Subcontractors as a confidential business secret and shall not disclose it to third parties.

3.2 Additional Subcontractors.

If TeamViewer would like to engage additional or different Subcontractors to render the contractually agreed services, such Subcontractors shall be selected using the due care required by law. TeamViewer shall give the data exporter prior notice of the appointment of any new Subcontractors 15 days in advance. The Customer may object against the instruction of the new Subcontractors on reasonable grounds. In case an understanding cannot be reached, TeamViewer is entitled to terminate the EULA with 2 weeks notice.

3.3 Obligations of Subcontractors

3.3.1 Structuring Contracts According to the Requirements of the Agreement. TeamViewer shall structure the contracts with Subcontractors in such a way that they comply with the requirements of the applicable data protection laws and this Agreement.

3.3.2 Engagement of Additional or Different Subcontractors. TeamViewer shall obligate any Subcontractors to commit in particular to refraining from engaging any additional or other Subcontractors to process personal data without complying with sec.3.2.

3.3.3 Checking Safeguards of Subcontractors. TeamViewer will examine whether sufficient safeguards will be provided to implement appropriate technical and organizational measures in such a way that the applicable data protection laws and this Agreement are complied with.

Annex 1: Details of the Data Processing According to Section C.

TeamViewer will examine whether sufficient safeguards will be provided to implement appropriate technical and organizational measures in such a way that the applicable data protection laws and this Agreement are complied with.

1. Object. The object of the data processing arises from the EULA.

2. Duration. The duration of the data processing shall depend on the term of the EULA.

3. Nature and Purpose of the Processing. TeamViewer shall process all personal data solely for the purposes of enabling the use of the products and services provided under the EULA and according to documented instructions on behalf of the Customer.

4. Type of Personal Data. The following types of personal data shall be processed:

4.1.3 Payment token – TeamViewer uses an external payment service provider and payments made in relation to an Account are identified through a token. TeamViewer therefore does not collect or process personal data associated with bank or payment card details.

If the place of acquisition or your (main) place of residence are outside the USA, South America, or Canada, the provisions of our End User License Agreement under clause A shall apply to our contractual relationship.

If the place of acquisition or your (main) place of residence are in the USA, South America, or Canada, the provisions of our End User License Agreement under clause B shall apply to our contractual relationship.

Independent of your location of residence, a new section C. is added to the provisions of the End User License Agreement.

The original of End User License Agreement is drawn in the German language. In the countries Germany, Austria and Switzerland the German version shall prevail over the English version. In all other countries the English Version shall prevail. All other translations shall solely serve for a better understanding.

A.

1. Contents and formation of the Agreement

1.1. Parties and subject matter.

The provisions of the present End User License Agreement (EULA) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany (“TeamViewer”) and its customers (“Customer”) in respect of the provision of a standard software and the rendering of associated services. TeamViewer Remote Management is comprised of various independent modules (each module a “Software”). They may also be used separately. In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software (“Server Services”). The use of TeamViewer Remote Management requires in any event a free full version of TeamViewer. However, TeamViewer Remote Management is neither part of the TeamViewer license, nor is the corresponding TeamViewer license part of the TeamViewer Remote Management license or of its modules. If the Customer wishes to use TeamViewer Remote Management, a paid-up TeamViewer Remote Management license as well as a full version of TeamViewer are required. Customers of TeamViewer Remote Management may use the free version of the TeamViewer license for the purpose of using TeamViewer Remote Management. In so doing, the Customer must accept the EULA of the full version of TeamViewer. The use of TeamViewer Remote Management and of its modules therefore shall require acceptance of the provisions of this EULA as well as the EULA of the full version of TeamViewer. This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, and to apps for mobile terminals (e.g. iOS, Android) (“Apps”) as well as to the features and functions comprised in the software. The same shall apply to support services, which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. In detail, the following modules are available:

1.2. Formation and contents of the Agreement.

A contract for valuable consideration pursuant to the present EULA shall be formed if (i) the Customer goes through the web-based order process on the TeamViewer Remote Management website (https://www.teamviewer.com/remote-management/), ultimately clicking the “Purchase” / “Order” / “Subscribe” or similarly named button, or if (ii) the Customer and TeamViewer sign a written order form, or if (iii) the Customer orders by phone and receives an order confirmation by e-mail. Details about the Agreement (e.g. selected software, range of functions, term) shall follow from the options selected by the Customer and the information by TeamViewer during the order process or on the order form or in the order confirmation e-mail (hereinafter together “Order”, these EULA and the Order hereinafter together “Agreement”).

1.3. Test Phase Software. This EULA also applies to the use of the Software during the test phase.

1.4. No deviating regulations.

The application of provisions different from or in excess to these EULA shall be excluded. This shall apply in particular to the Customer’s general terms and conditions, even if TeamViewer accepts an Order from the Customer, in which the Customer refers to its general terms and conditions and/or if they are attached to a contractual document of the Customer and if TeamViewer does not object.

1.5. Obligations in electronic commerce.

Sections 312i para. 1 no.1, 2 and 3 as well as section 312i para. 1 sentence 2 BGB, which provide for certain obligations in the part of TeamViewer in electronic commerce contracts, shall herewith be excluded.

1.6. Test phase.

If the Order provides for a test phase, the Customer may within seven (7) calendar days from conclusion of the contract terminate or rescind the Agreement without notice with immediate effect. In this case, the Customer shall be refunded any already paid user fee or respectively, the purchase price.

2. Performance specifications and software activation

2.1. Performance specification.

The software’s functions shall follow from the product description available in the webshop and in particular from the range of functions specified in the Order (“Performance Specification”). The contractually stipulated properties of the software and server services shall be conclusively determined by the Performance Specification, and not by verbal or written statements made by TeamViewer in the lead-up to the conclusion of the Agreement. Individual functionalities of TeamViewer services depend on third-party products and services, which may change. This may require TeamViewer to adapt or limit its services accordingly.

2.2. No guarantees.

In case of doubt, warranties and representations of properties by TeamViewer shall be interpreted as such only if made in writing (and signed) and identified as “guarantee”. TeamViewer shall in particular not warrant that the specifications contained in our software, including its modules, meet the Customer’s needs, that the software, including its modules, can be operated without interruptions or faults. TeamViewer shall furthermore not warrant that it will be possible at all times to successfully perform data backups.

2.3. Provision and activation.

TeamViewer shall provide the software for online retrieval (download) by the Customer.

2.4. Activation.

Following completion of the Order, the Customer in case of fee-based use of TeamViewer shall be provided with a license key, which the Customer shall enter into the software. After entering the license key, the Customer shall have the rights of use and functionalities of the paid-up version pursuant to this Agreement.

3. Rights of use to the software

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (pursuant to applicable export control regulations; unless, the Customer in the order process is explicitly granted a right of use restricted to a specific territory), temporary, non-transferable and non-sublicensable right to install, run and use the software on computers to the extent of the scope of use specified in the Order and the present EULA.

3.2. Term of use

The rights of use granted under this Agreement shall be limited to the term of the Agreement (see clause 10).

3.3 Scope of use.

The scope of the granted rights and the permitted scope of use (e.g. number of end points and storage capacity) shall follow from the order and this EULA.

(i)Scope of use. The Software is available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Agreement. The Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

(ii) Scope of use based on service packages. The Customer may use the Software only in accordance with his ordered service packages. “Service packages” shall mean the modules individually assembled by the Customer in accordance with the features specified in the Order (such as end points, storage capacity).

The Order may indicate further restrictions of the permitted scope of use

3.4. Prohibition of excessive use.

Any use of the software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. In such case, TeamViewer shall retain the right to prohibit any use of the software. TeamViewer shall in such case notify the Customer in advance by e-mail that the software will be locked.

3.5. Source code.

The granted rights of use shall not comprise any rights to the software’s source code.

3.6. Conversions and decompilation.

The rights granted under this Agreement shall not comprise any rights to editing or decompiling the software. The Customer’s statutory rights, including without limitation pursuant to section 69e of the [German] of the Copyright Act (UrhG) shall remain unaffected.

3.7. Markings.

Markings of the software, including without limitation copyright notices, trademarks, serial numbers etc. may not be removed, modified or concealed.

3.8. Transfer to third parties.

The Customer shall not be entitled to transfer or provide the software to third parties in excess of the intended use, in particular not to dispose of or license the software.

3.9. Reservation of rights.

Unless the Customer has been explicitly granted rights of use to the software, any and all rights to the software shall remain with TeamViewer.

3.10. Program locks.

TeamViewer shall have the right, but not the duty to technically configure the software and the server services in such a way that it is impossible to exceed the permitted scope of use.

Server services and other services by TeamViewer

4.1 Server services.

To establish encrypted telecommunications connections between different users of the software, the software first has to communicate with TeamViewer servers (so-called “handshake”). In addition, the transmission of data in the context of using the software may require that encrypted data packages are forwarded by TeamViewer servers (so-called “routing”).

(i)Subject matter. TeamViewer is willing to provide the Customer with the relevant server services. In so doing it is not possible to rule out that the server services might be interrupted due to technical difficulties. The Internet connection between the Customer and the data center and the relevant required hardware and software (e.g. PC, operating system) shall not constitute part of TeamViewer’s services. The resulting costs shall be borne by the Customer.

(ii) Term. In case of subscriptions, the provision of server services may be limited to the term of the Agreement.

4.2. Installation, setup.

The Customer shall install and configure the software himself. The above services shall not be owed by TeamViewer.

4.3. Support.

TeamViewer shall owe support only to the extent that this has been explicitly stipulated. Any additional provided support may be modified or terminated by TeamViewer at any time. The Customer’s statutory warranty claims shall remain unaffected. If compensation has been stipulated for support services, such compensation shall not relate to satisfaction of the Customer’s statutory warranty claims.

4.4. Documentation.

TeamViewer shall provide a user manual in pdf in German and in English, which may be retrieved online. Additional languages may be offered by TeamViewer on a voluntary basis, but shall not be contractually owed. The documentation may be retrieved under https://www.teamviewer.com/en/remote-management/support/documents/. As has been stipulated by the Parties, all rights, claims, and benefits under such documentation shall remain with TeamViewer, as well as the rights to all copies, modifications and derived versions thereof, including without limitation to patent rights, copyrights, business secrets, trademark rights and any other intellectual property rights.

4.5. Minor updates.

TeamViewer may at its own discretion provide free minor software updates for download. Minor updates shall be identified by TeamViewer by changing the digit after the main version number (e.g. version XX.1, XX.2). Minor updates may comprise bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations). There shall be no duty to provide minor updates. The Customer’s warranty claims shall remain unaffected. The Customer shall be required at his own expense to input the respective current software update of the main version used by him. The rights of use according to the software as such shall apply accordingly to minor updates (clause 3).

4.6. Programming interfaces.

At the discretion of TeamViewer, the software or server services may provide programming interfaces or other software interfaces (“API“), which applications of third parties or of the Customer (“Third-Party Software”) may use to communicate with the software or with the servers of TeamViewer. TeamViewer may at any time modify or shut down APIs. There shall be no claim to retaining existing APIs. The respective provider shall be responsible for the Third-Party Software. The provisions of this Agreement shall not apply to Third-Party Software.

4.7. Changes to services.

TeamViewer may modify the software as part of updates and server services (including system requirements) for good cause. Such good cause shall include without limitation if the modification is required because of (i) a necessary adjustment to a new legal situation or case law, (ii) changed technical framework conditions (new encryption standards) or (iii) safeguarding of the system security.

Customer’s duties and obligations

5.1 Lawful use.

The Customer shall use the software and the server services only within the context of the provisions of this Agreement and pursuant to applicable statutory provisions and shall not infringe any third-party rights when using the above. When using the above, he shall in particular comply with the data protection and export control regulations.

5.2. Export controls and economic sanctions.

Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons. Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Clause 5.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

Restricted Party means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Cuba, Iran, North Korea, Sudan and Syria.

Sanctions means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3. System requirements.

The requirements of the Customer’s software and hardware are set forth in the user manuals and in the performance specification (see clause 2.1 and 4.4). Before using the software, the Customer shall familiarize himself with the system requirements and shall use the software in line with them.

6.1 Confidentiality.

The products offered for purchase comprise essential components (e.g. algorithms and logic), which constitute both confidential information and business secrets. Any disclosure of such information and business secrets by the Customer is therefore prohibited. They are furthermore protected in particular by U.S., EU and international patent and copyright laws.

6.2. Data protection.

TeamViewer strictly complies with the applicable data protection laws. TeamViewer shall collect, process, and use Customer data for execution and implementation of the contractual relationship with the Customer, including without limitation for the successful establishment of Internet-based connections. Customer data shall not be disclosed to third-party advertisers without prior approval. Non-personal or anonymous data may be collected automatically in order to improve functionality and handling of the products. The Customer acknowledges and agrees that the collected non-personal or anonymous data may be transmitted for processing to any branches, subsidiaries or affiliates worldwide. For a detailed description regarding collection, processing, and use of personal data by TeamViewer refer to the Privacy Statement under https://www.teamviewer.com/en/remote-management/privacy/.

Limitation of liability

7.1 Exclusion in specific cases.

TeamViewer shall be liable for damages within the scope of statutory provisions to the extent that such damage

(i) was caused with intention or gross negligence on the part of TeamViewer or

(ii) with slight negligence on the part of TeamViewer and is due to any material breach of duty, jeopardizing realization of the purpose of this Agreement, or due to the breach of obligations, which must be satisfied to allow for the due performance of this Agreement, and where the Customer may rely on their compliance (cardinal duties), or

(iii) which are due to injury to life, limb, or health of any person, assumption of an explicit warranty, malicious concealment of a defect or any provision of the [German] Product Liability Act.

Subject to this clause, TeamViewer shall be liable for restoring data, for data losses and for the corruption of data only if the Customer has regularly created backup copies and has ensured that it is possible to reconstruct the data from such backup copies with reasonable effort. In such case, the liability of TeamViewer shall be limited to the typical foreseeable damage. Any further liability for data losses shall be excluded. Subject to this clause, TeamViewer shall furthermore not be liable for any damage incurred by the Customer or a third party because the software and its modules do not recognize all malware or third-party programs or fails to notify the Customer. TeamViewer shall not be liable for events of force majeure, which make it considerably more difficult to perform its contractual performance or which temporarily impede the due performance of the Agreement or make it impossible. Force majeure shall include any circumstances unrelated to the intention and influence of the contracting parties, such as acts of God, government actions, blockades, war and other military conflicts, mobilization, civil commotion, terrorist attacks, strikes, lockouts, and other labor conflicts, confiscation, embargoes or other facts, which are unforeseeable, serious and due to no fault on the part of the contracting parties, and which occur after conclusion of this Agreement. Moreover, any liability on the part of TeamViewer shall be excluded regardless of the legal grounds.

7.2. Limitation of the amount.

In case of clause 7.1 sentence 1 (ii) (slightly negligent infringement of cardinal duties), TeamViewer shall only have a limited liability for the typically foreseeable damage under an Agreement of this type.

7.3. Limitation.

Unless a short term has been stipulated and subject to clause 7.1 sentence 1 (i), (ii) and (iii), the client’s claims for damages shall lapse after one year. The term shall commence at the end of the year in which the claim has arisen and the client has become aware of the circumstances giving rise to the claim and of the person who is the debtor or could have become aware in the absence of gross negligence.

7.4. Employees and agents of TeamViewer.

The limitations of liability in clause 7.1 through 7.3 shall also apply in case of claims against employees and agents of TeamViewer.

User fee, price changes, and default in payment

8.1. User fee.

For the rights of use to the software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the recurring user fee set forth in the Order, unless the Order specifies use free of charge.

8.2. Due date.

Unless otherwise specified in the Order, the user fee shall be due upon invoicing.

8.3. Changes to the scope of use.

The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 10.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

8.4. Invoicing.

Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) – if created – by uploading it to the Customer’s TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

8.5. Payment types.

Invoice amounts may be paid by credit card. Additional payment types (e.g. SEPA direct debit or check) shall follow from the information provided during the order process. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

8.6. Prices, fees, and taxes.

The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Prices shall in principle not include any sales, excise, value added or any other tax (including applicable withholding tax); the Customer shall be responsible for paying tax. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

8.7. Price changes.

TeamViewer shall be entitled to increase the user fee in a reasonable manner with effect from the end of an initial term or a renewal term. TeamViewer shall announce the increase at least 28 calendar days beforehand. The Customer may object to the increase within 14 calendar days of the announcement, in which case the Agreement shall be terminated at the end of the respective Initial Term or Renewal Term (c.f. clause 10.1). If the Customer does not object, this shall be considered approval of the increase. TeamViewer shall notify the Customer in the announcement about such effect of his silence.

8.8 Default in payment.

The occurrence of default in payment and default interest shall be governed by statutory provisions, including without limitation sections 286 and 288 BGB. In addition, the following provisions shall apply:

(i) Dunning fee. In case of a second reminder, TeamViewer shall be entitled to charge a reasonable dunning fee.

(ii) Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services (“Locking”). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the software. There shall be no Locking or it shall be lifted once the Customer has made full payment. While locked, various modules cannot be utilized in accordance with the service package. During Locking, the Customer shall remain obligated to pay the user fee.

(iii) Termination in case of default in payment. TeamViewer may terminate the Agreement for cause if the Customer defaults on the payment of the user fee and fails to cure the breach within fifteen (15) days of receiving notice from TeamViewer. Termination is in addition to (and not in lieu of) any other rights and remedies available to TeamViewer hereunder or at law.

Warranty for defects

9.1. Freedom from defects and condition.

TeamViewer shall provide the software free from any defects in quality or title and throughout the term of the Agreement shall maintain it in a condition suitable for contractual use.

9.2. Maintenance obligation.

The obligation to maintain the software shall not comprise adapting the software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or maintaining the compatibility of TeamViewer Remote Management with full versions of TeamViewer, which TeamViewer no longer supports.

9.3. Defect removal.

The Customer shall preferentially report defects of the software or of the server services through the webshop provided by TeamViewer under https://www.teamviewer.com/en/remote-management/support/contacts/ and to the extent possible and reasonable, shall explain the particular circumstances under which the fault occurred (e.g. screenshots, log data). TeamViewer shall remove defects within a reasonable period of time. TeamViewer may remove defects in the form of updates and patches if the contractual range of functions is maintained and if the transfer does not result in significant disadvantages. The Customer shall bear the costs of installation. TeamViewer shall furthermore be entitled to temporarily instruct the Customer about options to bypass a defect and to remove the defect subsequently by adapting the software or server services if this can reasonably be expected from the Customer.

9.4. Termination.

Termination by the Customer pursuant to section 543 para. 2 sentence 1 no. 1 BGB because of the failure to provide contractual use shall be permitted only if TeamViewer has been given adequate opportunities to remove the defect and if this has failed.

9.5. Initial impossibility.

9.6. Limitation.

Warranty claims shall lapse after twelve months. This shall not apply in case of warranty claims subject to mandatory statutory liability on the part of TeamViewer (e.g. in case of malice, cf. clause 7.1 sentence 1).

9.7. Statutory provisions.

Term and termination

10.1. Term and ordinary termination.

Unless specified otherwise in the Order, the following shall apply: If the Agreement has a term of twelve (12) months (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further twelve (12) months at a time (“Renewal Term”), unless the Agreement is terminated by either party with 28 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further month at a time (“Renewal Term”), unless the Agreement is terminated by either party with 14 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term.

10.2. Extraordinary termination.

The right to terminate for good cause shall remain unaffected. The termination right of TeamViewer in case of default in payment shall be subject to clause 8.8.(iii).

10.3. Termination notice.

Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate the Agreement. TeamViewer may also terminate an Agreement by way of a corresponding notice in the software.

10.4. Consequences of termination.

Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the software, and in the TeamViewer Remote Management account or the TeamViewer Management Console. The above shall apply in particular to data stored by the Customer in the TeamViewer Backup module. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the software’s functions and to store them for further use. TeamViewer shall not be required to surrender the data in any other way. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data.

General provisions

11.1. Amendments to the general terms and conditions.

TeamViewer shall in principle be entitled to amend these EULA at any time. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

11.2. Communication by e-mail.

Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.teamviewer.com/en/remote-management/support/contacts/.

11.3. Applicable law.

This Agreement and any disputes in connection with it shall be exclusively governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.

11.4. Place of jurisdiction.

The exclusive place of jurisdiction shall be Stuttgart, Germany. TeamViewer shall still be entitled to file a suit at the Customer’s domicile.

11.5. Severability.

If individual provisions of this Agreement are or become unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced with what the Parties would have stipulated in good faith according to the originally intended purposes from an economic perspective. The same shall apply in case of any gaps.

11.6. Exclusive application.

This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing.

B.

1. Contents and formation of the Agreement

1.1. Parties and subject matter.

The provisions of the present End User License Agreement (EULA) shall regulate the legal relationship between TeamViewer GmbH, Jahnstr. 30, 73037 Goeppingen / Germany (“TeamViewer”) and its customers (“Customer”) in respect of the provision of a standard software and the rendering of associated services. According to the product description, the software provided by TeamViewer allows for the remote maintenance of computers and for holding online meetings and shall be installed on the Customer’s computers (“Software”). In addition, TeamViewer provides servers for establishing encrypted connections (handshake) and for the transmission of data packages (routing) in connection with the use of the software (“Server Services”). The use of TeamViewer Remote Management requires in any event a free full version of TeamViewer. However, TeamViewer Remote Management is neither part of the TeamViewer license, nor is the corresponding TeamViewer license part of the TeamViewer Remote Management license or of its modules. If the Customer wishes to use TeamViewer Remote Management, a paid-up TeamViewer Remote Management license as well as a full version of TeamViewer are required. Customers of TeamViewer Remote Management may use the free version of the TeamViewer license for the purpose of using TeamViewer Remote Management. In so doing, the Customer must accept the EULA of the full version of TeamViewer. The use of TeamViewer Remote Management and of its modules therefore shall require acceptance of the provisions of this EULA as well as the EULA of the full version of TeamViewer. This EULA shall furthermore apply accordingly to associated software, which may be used via the browser, to apps for mobile terminals (e.g. iOS, Android) (“Apps”) as well as to the features and functions comprised in the Software. The same shall apply to support services, which to a varying extent, depending on the stipulated service contents, may also become the subject matter of the Agreement. In detail, the following modules are available:

1.2. Formation and contents of the Agreement.

A contract for valuable consideration pursuant to the present EULA shall be formed if (i) the Customer goes through the web-based order process on the TeamViewer Remote Management website (https://www.teamviewer.com/remote-management/), ultimately clicking the “Purchase” / “Order” / “Subscribe” or similarly named button, or if (ii) the Customer and TeamViewer sign a written order form, or if (iii) the Customer orders by phone and receives an order confirmation by e-mail. Details about the Agreement (e.g. selected software, range of functions, term) shall follow from the options selected by the Customer and the information by TeamViewer during the order process or on the order form or in the order confirmation e-mail (hereinafter together “Order”, these EULA and the Order hereinafter together “Agreement”).

1.3. Test Phase Software.

This EULA also applies to the use of the Software during the test phase.

1.4. No deviating regulations.

The application of provisions different from or in excess to these EULA shall be excluded. This shall apply in particular to the Customer’s general terms and conditions, even if TeamViewer accepts an Order from the Customer, in which the Customer refers to its general terms and conditions and/or if they are attached to a contractual document of the Customer and if TeamViewer does not object.

1.5. Test phase.

If the Order provides for a test phase, the Customer may within seven (7) calendar days from conclusion of the contract terminate or rescind the Agreement without notice with immediate effect. In this case, the Customer shall be refunded any already paid user fee or respectively, the purchase price.

2. Performance specifications and Software activation

2.1. Performance specification.

The Software’s functions shall follow from the product description available in the webshop and in particular from the range of functions specified in the Order (“Performance Specification”). The contractually stipulated properties of the Software and server services shall be conclusively determined by the Performance Specification, and not by verbal or written statements made by TeamViewer in the lead-up to the conclusion of the Agreement. Individual functionalities of TeamViewer services depend on third-party products and services, which may change. This may require TeamViewer to adapt or limit its services accordingly.

2.2. Provision and activation.

TeamViewer shall provide the Software for online retrieval (download) by the Customer. TeamViewer shall in particular not warrant that the specifications contained in our Software, including its modules, meet the Customer’s needs, that the Software, including its modules can be operated without interruptions or faults. TeamViewer shall furthermore not warrant that it will always be possible to successfully perform data backups.

2.3. Activation.

Following completion of the Order, the Customer in case of fee-based use of TeamViewer shall be provided with a license key, which the Customer shall enter into the Software. After entering the license key, the Customer shall have the rights of use and the functionalities of the paid-up version pursuant to this Agreement.

3. Rights of use to the Software

3.1. Non-exclusive right of use.

TeamViewer herewith grants the Customer the non-exclusive, worldwide (pursuant to applicable export control regulations; unless, the Customer in the order process is explicitly granted a right of use restricted to a specific territory), temporary, non-transferable and non-sublicensable right to install, run and use the Software on computers to the extent of the scope of use specified in the Order and the present EULA.

3.2. Term of use.

The rights of use granted under this Agreement shall be limited to the term of the Agreement (see clause 11).

3.3 Scope of use.

The scope of the granted rights and the permitted scope of use (e.g. number of end points and storage capacity) shall follow from the order and this EULA.

(i) Scope of use. The Software is available exclusively to businesses/entrepreneurs and not to consumers. The scope of the granted rights and the admissible scope of use (e.g. channels) shall be set forth in the Agreement. The Customer shall be entitled to use the Software for the Customer’s own trade or profession or the trade or profession of Customer’s Affiliates. For purposes of the foregoing, an “Affiliate” shall mean any other person which directly or indirectly, controls, is controlled by, or is under common control with Customer, including, without limitation, subsidiaries, parent and sister companies.

(ii) Scope of use based on service packages. The Customer may use the Software only in accordance with his ordered service packages. “Service packages” shall mean the modules individually assembled by the Customer in accordance with the features specified in the Order (such as end points, storage capacity).

The Order may indicate further restrictions of the permitted scope of use

3.4. Prohibition of excessive use.

Any use of the Software in excess of the contractually stipulated scope of use shall be prohibited. The Customer herewith agrees to refrain from any such use. In such case, TeamViewer shall retain the right to prohibit any use of the Software. TeamViewer shall in such case notify the Customer in advance by e-mail that the Software will be locked.

3.5. Source code.

The granted rights of use shall not comprise any rights to the Software’s source code.

3.6. Restrictions.

The Customer shall not do or procure any third parties to do any of the following: (i) decompile, reverse engineer, or disassemble in any way source codes or underlying ideas or algorithms in connection with the Software or in any other way try to derive, analyze, or use the above, except and only to the extent that the provisions of the preceding paragraph are explicitly prohibited by law, (ii) except to the extent that this is explicitly stipulated in the present Agreement – cf. 3.1 sentence 2 – provide, lease, let, use for time share or service office purposes, as well as in any other way use or grant the use of the Software for the benefit of third parties, (iii) modify the Software or create derivative forms of the Software or (iv) remove product markings, copyright notices, or any other notices on this or any other Software. The Customer undertakes to treat the Software in confidence, not to disclose or use it, unless this is explicitly permitted in this Agreement. The Customer acknowledges and agrees that there will be no adequate remedies in the event of a breach of this paragraph 3.6 and that any such breach of the above obligations would cause irredeemable damage to TeamViewer, where financial compensation would not constitute adequate indemnification, and that TeamViewer in addition to its other rights and remedies may assert claims to other remedies or interlocutory relief.

3.7. Reservation of rights.

Inter partes, TeamViewer shall retain any and all rights and claims to the Software (and to the Software updates provided by TeamViewer) as well as to any copies, modifications, and derived versions of the Software, including without limitation any and all patent and copyrights, rights to business secrets and trademarks as well as any other protective or intellectual property rights.

3.8. Program locks.

TeamViewer shall have the right, but not the duty to technically configure the Software and the server services in such a way that it is impossible to exceed the permitted scope of use.

4. Server services and other services by TeamViewer

4.1 Server services.

To establish encrypted telecommunications connections between different users of the Software, the Software first has to communicate with TeamViewer servers (so-called “handshake”). In addition, the transmission of data in the context of a section (e.g. online meeting or remote maintenance) may require that encrypted data packages are forwarded by TeamViewer servers (so-called “routing”).

(i) Subject matter. TeamViewer is willing to provide the Customer with the relevant server services. In so doing it is not possible to rule out that the server services might be interrupted due to technical difficulties. The Internet connection between the Customer and the data center and the relevant required hardware and software (e.g. PC, operating system) shall not constitute part of TeamViewer’s services. The resulting costs shall be borne by the Customer.

(ii) Term. In case of subscriptions, the provision of server services may be limited to the term of the Agreement.

4.2. Installation, setup.

The Customer shall install and configure the Software himself. The above services shall not be owed by TeamViewer.

4.3. Support.

TeamViewer shall owe support only to the extent that this has been explicitly stipulated. Any additional provided support may be modified or terminated by TeamViewer at any time. The Customer’s statutory warranty claims shall remain unaffected. If compensation has been stipulated for support services, such compensation shall not relate to satisfaction of the Customer’s statutory warranty claims.

4.4. Documentation.

TeamViewer shall provide a user manual in pdf in German and in English, which may be retrieved online. Additional languages may be offered by TeamViewer on a voluntary basis, but shall not be contractually owed. The documentation may be retrieved from https://www.teamviewer.com/en/remote-management/support/documents/. As has been stipulated by the Parties, all rights, claims, and benefits under such documentation shall remain with TeamViewer, as well as the rights to all copies, modifications and derived versions thereof, including without limitation to patent rights, copyrights, business secrets, trademark rights and any other intellectual property rights.

4.5. Minor updates.

TeamViewer may at its own discretion provide free minor Software updates for download. Minor updates shall be identified by TeamViewer by changing the digit after the main version number (e.g. version XX.1, XX.2). Minor updates may comprise bug fixes as well as smaller functional improvements (e.g. program execution speed optimizations). There shall be no duty to provide minor updates. The Customer’s warranty claims shall remain unaffected. The Customer shall be required at his own expense to input the respective current Software update of the main version used by him. The rights of use according to the Software as such shall apply accordingly to minor updates (clause 3).

4.6. Programming interfaces.

At the discretion of TeamViewer, the Software or server services may provide programming interfaces or other Software interfaces (“API”), which applications of third parties or of the Customer (“Third-Party Software”) may use to communicate with the Software or with the servers of TeamViewer. TeamViewer may at any time modify or shut down APIs. There shall be no claim to retaining existing APIs. The respective provider shall be responsible for the Third-Party Software. The provisions of this Agreement shall not apply to Third-Party Software.

4.7. Changes to services.

TeamViewer may modify the Software as part of updates and server services (including system requirements) for good cause. Such good cause shall include without limitation if the modification is required because of (i) a necessary adjustment to a new legal situation or case law, (ii) changed technical framework conditions (new encryption standards) or (iii) safeguarding of the system security.

5. Customer’s duties and obligations

5.1 Lawful use.

The Customer shall use the Software and the server services only within the context of the provisions of this Agreement and pursuant to applicable statutory provisions and shall not infringe any third-party rights when using the above. When using the above, he shall in particular comply with the data protection and export control regulations. If the Customer has booked the TeamViewer Backup module and if he is a covered entity, a business associate or a representative of a covered entity or of a business associate (pursuant to the definition of these terms in 45 C.F.R § 160.103), the Customer agrees not to use any component, function, or other facility of TeamViewer Backup in order to create, receive, manage, or transmit any “protected health information” of any kind (pursuant to the definition of this term in 45 C.F.R § 160.103) or to use TeamViewer Backup in any way resulting in TeamViewer becoming his business associate or a third party’s business associate.

5.2. Export controls and economic sanctions.

Customer acknowledges that the software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required. Customer further agrees that it will not export, transfer, or sell any Controlled Technology for use in connection with chemical, biological, or nuclear weapons, or missiles, drones or space launch vehicles capable of delivering such weapons. Customer represents that it is not (i) a Restricted Party; (ii) currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.

Clause 5.2 shall only apply to the Customer to the extent that the provisions herein would not result in (i) any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or (ii) a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.

Restricted Party means any person (i) designated on any Sanctions List, (ii) that is, or is part of, a governmental authority of a Sanctioned Territory, (iii) owned or controlled by, or acting on behalf of, any of the foregoing, (iv) located, organized, or resident in, or operating from, a Sanctioned Territory, or (v) otherwise targeted under any Sanctions.

Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions, which countries and territories, as of the date of this Agreement, are Cuba, Iran, North Korea, Sudan and Syria.

Sanctions means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.

5.3. Restricted right of the U.S. Government.

The Software shall be deemed commercial computer software within the meaning of FAR 12.212 and shall be subject to restricted rights within the meaning of FAR Section 52.227-19 “Commercial Computer Licensed Software – Restricted Rights” or respectively, DFARS 227.7202, “Rights in Commercial Computer Licensed Software or Commercial Computer Licensed Software Documentation” as well as successor regulations, if any. Any use, modification, reproduction version, presentation, notification, or disclosure of the Software by the U.S. Government shall be made exclusively pursuant to the provisions of this Agreement.

5.4. System requirements.

The requirements of the Customer’s software and hardware are set forth in the user manuals and in the performance specification (see clause 2.1 and 4.4). Before using the Software, the Customer shall familiarize himself with the system requirements and shall use the Software in line with them.

6. Confidentiality and data protection

6.1 Confidentiality.

The products offered for acquisition, including the Software and any and all manuals and documentation provided by TeamViewer comprise essential components (e.g. algorithms and logic), which constitute confidential information and business secrets and which are deemed confidential information of TeamViewer. The Customer shall not disclose any confidential information of TeamViewer to third parties and shall use confidential information of TeamViewer only in accordance with this Agreement.

6.2. Data protection.

TeamViewer strictly complies with applicable data protection laws. TeamViewer shall collect, process, and use Customer data for execution and implementation of the contractual relationship with the Customer, including without limitation for the successful establishment of Internet-based connections. Customer data shall not be disclosed to third-party advertisers without prior approval. Non-personal or anonymous data may be collected automatically in order to improve functionality and handling of the products. The Customer acknowledges and agrees that the collected non-personal or anonymous data may be transmitted for processing to any branches, subsidiaries or affiliates worldwide. For a detailed description regarding collection, processing, and use of personal data by TeamViewer refer to the Privacy Statement under https://www.teamviewer.com/en/remote-management/privacy/.

7. Limitation of liability

TO THE EXTENT PERMITTED BY LAW, TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES SHALL UNDER NO CIRCUMSTANCES BE LIABLE VIS-À-VIS THE CUSTOMER FOR (i) THE COSTS OF ACQUIRING REPLACEMENT GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OR LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOST REVENUES, LOST ORDERS, LOST GOODWILL, OR THE FAILURE TO REALIZE EXPECTED SAVINGS OR THE LOSS OF WORKING TIME OF MANAGEMENT OR STAFF, OR (ii) SPECIAL, INCIDENTAL, OR INDIRECT DAMAGE OCCURRING DIRECTLY OR INDIRECTLY DUE TO THIS AGREEMENT, EVEN IF TEAMVIEWER OR ITS LICENSORS, RESELLERS, SUPPLIERS, OR REPRESENTATIVES WERE NOTIFIED ABOUT THE POSSIBILITY THAT SUCH DAMAGE MIGHT OCCUR. THE LIABILITY OF TEAMVIEWER SHALL UNDER NO CIRCUMSTANCES EXCEED THE CHARGES, WHICH HAVE IN FACT BEEN PAID BY THE CUSTOMER WITHIN A PERIOD OF SIX (6) MONTHS FOR THE SOFTWARE OR SERVICE PRIOR TO OCCURRENCE OF THE EVENT GIVING RISE TO THE DAMAGE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF TEAMVIEWER VIS-À-VIS THE CUSTOMER FOR CULPABLY CAUSING DEATH OR BODILY INJURY OR ANY OTHER LIABILITY, WHERE EXCLUSION OR LIMITATION IS PROHIBITED BY LAW. THE EXCLUSIONS OR LIMITATIONS OF LIABILITY STIPULATED IN THIS EULA SHALL APPLY REGARDLESS OF WHETHER OR NOT THE CUSTOMER ACCEPTS THE SOFTWARE, SERVICES, OR UPDATES.

8. Indemnification

8.1. Indemnification by the Customer.

The Customer undertakes to indemnify and hold TeamViewer, any affiliates, managing directors, directors, partners, contractors or licensors of TeamViewer harmless for and against any and all direct and indirect damage, costs, and expenses (including any and all attorneys’ fees and legal costs) which are incurred by TeamViewer because of complaints, claims, demands, penalty payments, or any other third-party procedures or regulatory charges, conditions, or penalty payments, and which are based on a breach of this EULA by the Customer or on any use of the Software in breach of the law or contrary to any duties.

8.2. Indemnification procedure.

TeamViewer shall notify the Customer in due time in writing about any complaints, demands, penalty payments or other third-party procedures or respectively, about any regulatory charges, conditions, or penalty payments. In such case, TeamViewer may decide at its own discretion if TeamViewer (i) will assume or procure legal representation or respectively, defense and if the Customer will bear the costs, or (ii) if it will assign legal representation or defense to the Customer. If TeamViewer assigns legal representation or respectively, defense to the Customer, the Customer shall at his own expense select an appropriately qualified lawyer and other representatives of his choice for legal representation. In any case, TeamViewer shall retain the right to enter into a settlement with the third party or to arrange for other compensation. The above shall apply even if TeamViewer has assigned legal representation or respectively, defense to the Customer. The Customer shall be obligated to indemnify and hold TeamViewer harmless, irrespective of whether or not TeamViewer has settled with the third party and regardless of the decision made by TeamViewer pursuant to this clause.

User fee, price changes, and default in payment

9.1. User fee.

For the rights of use to the Software and the provisions of the server services during the term of the Agreement, the Customer shall owe TeamViewer the recurring user fee set forth in the Order, unless the Order specifies use free of charge.

9.2. Due date.

Unless otherwise specified in the Order, the user fee shall be due upon invoicing.

9.3. Changes to the scope of use.

The ordered scope of use or the service package may be expanded at any time; reductions of the service package or of the scope of use shall be possible only with effect from the end of the initial or a renewal term (see clause 11.1). If the ordered scope of use is expanded within the initial or a renewal term, additional fees shall be charged on a prorated basis. The prices pursuant to the respective applicable TeamViewer price list shall apply to the additional scope of use.

9.4. Invoicing.

Unless specified otherwise in the Order, TeamViewer shall charge the user fee upon commencement of the Agreement and thereafter upon commencement of each renewal period. Invoices shall be issued (i) online by e-mail to the e-mail address provided by the Customer or (ii) – if created – by uploading it to the Customer’s TeamViewer account and corresponding e-mail notification of the Customer. The Customer shall be entitled to have the invoice sent by post only if the Customer requests the invoice from TeamViewer and pays the respective remuneration pursuant to the current TeamViewer price list.

9.5. Payment types.

Invoice amounts may be paid by credit card. Additional payment types (e.g. SEPA direct debit or check) shall follow from the Order. If the Customer chooses PayPal direct debit as payment method, if provided, the Customer may cancel such direct debit through his PayPal profile. Such cancellation must be made no later than one day prior to the next debit date.

9.6. Prices, fees, and taxes.

The Customer shall be required to pay any prices and fees specified in the Order to TeamViewer pursuant to the stipulated payment terms. Prices shall in principle not include any sales, excise, value added or any other tax (including applicable withholding tax); you shall be responsible for paying tax. Bank and credit card charges shall be borne by the Customer. All prices and charges shall be payable immediately and in the currency specified on the Order, unless another payment period was agreed.

9.7. Price changes.

TeamViewer shall be entitled to increase the user fee, i.e. at the end of the initial term (usually 12 months) or at the end of the renewal term. The Customer shall be notified accordingly no later than sixty days prior to the increase of the user fee.

9.8 Default in payment.

(i) Default interest. On any undisputed user fee, which has not been paid on time, TeamViewer may charge the Customer default interest in an amount equivalent to the lower of one-and-a-half percent (1.50%) per month or the maximum interest rate permitted by law.

(ii) Locking in case of default in payment. If the Customer is in default in payment of the user fee, TeamViewer shall be entitled to temporarily suspend server services (“Locking”). However, TeamViewer shall threaten any Locking reasonably in advance, e.g. by e-mail or notice in the Software. While locked, the services of the various modules cannot be utilized. During Locking, the Customer shall remain obligated to pay the user fee.

(iii) Termination in case of default in payment. TeamViewer may terminate the Agreement if the Customer is in default with payment of the user fee and fails to remedy such default within fifteen (15) days from receipt of a corresponding notification from TeamViewer. The option to terminate shall exist in addition to (and not instead of) any other rights and remedies due to TeamViewer under this Agreement or under law or equity.

10. Warranty for defects

10.1. Warranty, no guarantee.

TeamViewer undertakes to ensure that during the term of a subscription, the Software as well as the server services shall in every material respect comply with the respective product description. However, TeamViewer shall under no circumstances vouch to be able to remove any reported defects or that use of the Software and the server services will be uninterrupted or without any faults. TeamViewer shall furthermore not represent any properties or third-party services. In the event of a breach of any obligations under sentence 1, TeamViewer shall without additional costs for the Customer perform any subsequent improvements which are necessary for the Software and server services to comply with the assumed obligations. The Customer shall give TeamViewer adequate opportunity to remove any breach of duty and shall provide support for the removal of defects. However, in this regard, the claim to subsequent improvement shall be the Customer’s sole claim in the event of a breach of duty on the part of TeamViewer within the meaning of sentence 1. However, if TeamViewer after several attempts is unable to remove the defect of a Software or server service and if it therefore is unable to remove the breach of duty according to sentence 1, the Customer shall only be entitled to terminate the Agreement. In this case, TeamViewer shall compensate the Customer in advance for any amounts paid by the Customer to TeamViewer for the Software and server services for the remaining part of the term of the subscription. Any obligation on the part of TeamViewer about any kind of remedy in the event of defects resulting from accident, abuse, unauthorized repairs, modifications, or expansions or in case of improper use shall be excluded. THE ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE CLAIM ON THE PART OF THE CUSTOMER IN CASE OF ANY BREACH OF DUTY UNDER THIS PROVISION.

10.2. Maintenance obligation.

The obligation to maintain the Software shall not comprise adapting the Software to new operating systems or operating system versions, adapting to the range of functions of competing products, or establishing compatibility with new data formats or a full version of TeamViewer, which TeamViewer no longer supports.

10.3. DISCLAIMER OF WARRANTY, GUARANTEE, LIABILITY.

TO THE EXTENT PERMITTED BY LAW, THE WARRANTY AND LIABILITY CLAIMS SET FORTH IN PARAGRAPH 10 ABOVE SHALL CONSTITUTE THE CUSTOMER’S EXCLUSIVE CLAIMS AND SHALL APPLY INSTEAD OF ANY OTHER EXPLICIT OR IMPLICIT CLAIMS, INCLUDING WITHOUT LIMITATION ANY IMPLIED CLAIMS WITH A VIEW TO MARKETABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TEAMVIEWER SHALL NOT VOUCH FOR THE SOFTWARE OR THE SERVICES MEETING THE CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE SOFTWARE OR THE SERVICES, INCLUDING THE SERVER SERVICES, WILL BE UNINTERRUPTED OR WITHOUT DEFECTS. THE CUSTOMER MAY HAVE OTHER RIGHTS, WHICH MAY VARY DEPENDING ON THE STATE OR COUNTRY.

11. Term and termination

11.1. Term and ordinary termination.

Unless otherwise specified in the Order, the following shall apply: If the Agreement has a term of twelve (12) months (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further twelve (12) months at a time (“Renewal Term”), unless the Agreement is terminated by either party with 28 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term. If the Agreement has a term of one (1) month (“Initial Term”), the Agreement shall commence upon conclusion (cf. clause 1.2) and subsequently shall be renewed automatically for a further month at a time (“Renewal Term”), unless the Agreement is terminated by either party with 14 days’ notice (“Notice Period”) effective from the end of the Initial or a Renewal Term.

11.2. Termination because of breach of a contractual duty.

Either Party may terminate the Agreement in case of a major breach of a contractual duty by the respective other Party, unless the relevant breach of duty has been remedied within thirty (30) days from written notification (whereby the Customer shall be given only fifteen (15) days to remove any failure / default of payment).

11.3. Termination notice.

Termination may be made in writing (signed letter, fax) or in text form (e.g. e-mail). The Customer may address his notice to TeamViewer GmbH, Jahnstrasse 30, 73037 Goeppingen, Germany, or to sales@teamviewer.com to terminate. TeamViewer may also terminate an Agreement by way of a corresponding notice in the Software.

11.4. Consequences of termination.

Upon expiry of the term of the Agreement, the Customer shall refrain from any further use of the Software. Following termination of the Agreement, the Customer shall no longer be able to access the data stored by him in the Software, and in the TeamViewer Remote Management account or the TeamViewer Management Console. The above shall apply in particular to data stored by the Customer in the TeamViewer Backup module. The Customer shall be responsible for exporting the data prior to the end of the term of the Agreement using the Software’s functions and to store them for further use. TeamViewer shall not be required to surrender the data in any other way. Upon termination of the Agreement, TeamViewer shall delete the Customer data unless TeamViewer is required by law to retain them. If the deletion of personal data provided by the Customer upon formation of the Agreement or in the context of performance of the Agreement is possible only with unreasonable effort, TeamViewer shall be entitled to lock such data.

12. General provisions

12.1. Amendments to the general terms and conditions.

TeamViewer shall in principle be entitled to amend these EULA. TeamViewer shall notify the Customer about the planned change and the contents of the new EULA no later than six weeks before the effective date. Such amendment shall be deemed approved, unless the Customer objects vis-à-vis TeamViewer within 15 days from receipt of such information. TeamViewer shall notify the Customer in the amendment notice about such effect of his silence. If the Customer objects to the amendment, the Agreement shall continue on the existing conditions.

12.2. Communication by e-mail.

Unless stipulated otherwise in this Agreement, any and all notifications and statements in connection with this Agreement may also be made by e-mail. To this end, TeamViewer may use the e-mail address provided by the Customer upon registration or in the TeamViewer account. The Customer shall retrieve them regularly and to the extent necessary, shall provide the respective current e-mail address. TeamViewer contact data are available under https://www.teamviewer.com/en/remote-management/support/contacts/.

12.3. Applicable law, severability, waiver.

The contractual relationship between TeamViewer and the Customer shall be governed by the laws of the State of New York, United States of America. Applicable law shall not include the provisions of the United Nations Convention on Contracts for the International Sale of Goods, including amendments, if any, or conflict of law rules. If a provision of this Agreement is found to be invalid or unenforceable as a whole or in part, the relevant provision shall be enforced to the extent permitted. The remaining provisions of the Agreement shall remain in force and effect. The waiver of asserting a breach of duty, including without limitation in case of default, shall not be deemed a waiver of asserting subsequent breaches of duty, in particular in the event of default.

12.4. Place of jurisdiction.

TeamViewer and the Customer shall unconditionally and irrevocably agree to the exclusive jurisdiction of the federal and state courts in New York County, New York, for any processes, complaints, or litigation resulting from or in connection with this Agreement or the transactions contemplated in it. TeamViewer and the Customer herewith waive any objection to such courts for the purpose of conducting such processes, complaints, or litigation.

12.5. Exclusive application.

This EULA shall apply exclusively. Any conflicting or deviating general terms and conditions of the Customer or of third parties shall not be recognized by TeamViewer and shall have no legal effect, unless TeamViewer explicitly agrees to them in advance in writing.

C.

1. GENERAL

In order to fulfill the requirements of the applicable data protection laws, concerning the modules TeamViewer Monitoring & Asset Management, TeamViewer Endpoint Protection and TeamViewer Backup as well as the Server Services the parties, until further notice, agree on the following regulations concerning commissioned (data) processing which supplement the EULA. The details of the data processing are described in Annex 1.

2. RIGHTS AND OBLIGATIONS OF TEAMVIEWER

2.1. Compliance with Applicable Laws.

The obligations of TeamViewer shall arise from this Agreement and the applicable laws. The applicable laws shall particularly include the German Federal Data Protection Act (Bundesdatenschutzgesetz – “BDSG”) and the General Data Protection Regulation (“GDPR”).

2.2 Processing on Instructions Only.

TeamViewer shall only process personal data within the scope of this Section C and on documented instructions from the Customer mutually agreed by the parties in the EULA and the Performance Specification. Customer may issue additional instructions to the extent required in order to comply with the applicable data protection laws, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State law to which TeamViewer is subject; in such a case, TeamViewer shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. TeamViewer shall ensure that this also applies for any persons granted access to personal data.

2.3 Obligation of Confidentiality.

TeamViewer shall ensure and provide verification upon request that those persons authorized to process personal data have committed themselves to confidentiality, unless they are subject to a statutory obligation of confidentiality.

2.4 Security Measures Pursuant to Art. 32 GDPR

2.4.1 Principle.

TeamViewer declares that it will implement the necessary measures for the security of processing according to Art. 32 of the GDPR (collectively, the “Security Measures”).

2.4.2 Scope.

For the concrete commissioned processing, a level of security appropriate to the risk for the rights and freedoms of the natural persons who are the subject of the processing shall be guaranteed. In this regard, the protection objectives of Art. 32(1) of the GDPR, especially the confidentiality, integrity, availability and resilience of the processing systems and services in terms of the nature, scope, context and purposes of the processing shall be taken into account in such a way that any risks shall be mitigated permanently through appropriate security measures.

2.4.3 Data Protection Concept.

The data protection concept describes in detail the selection of security measures. Please contact us to receive a copy of our security measures.

2.4.4 Procedure for Reviewing.

The data protection concept describes the procedures for regularly reviewing, assessing and evaluating the effectiveness of the security measures. Please contact us to receive a copy of our security measures.

2.4.5 Changes.

The Security Measures are subject to technical progress and further developments. TeamViewer shall be permitted in principle to implement alternative adequate measures. The level of security may thereby not fall below the level existing prior to this Agreement on the basis of the Security Measures already implemented or to be implemented.

2.5 Engagement of Additional Processors.

The obligations of TeamViewer when engaging additional processors (“Subcontractors”) are regulated in clause 3.

2.6 Assistance with Safeguarding the Rights of Data Subjects.

TeamViewer shall assist the Customer by appropriate technical and organizational measures, insofar as this is possible, in fulfilling its obligations to respond to rights to rectification, deletion or blocking according to the BDSG or requests for exercising the data subject’s rights laid down in Chapter III of the GDPR. If a data subject should directly contact TeamViewer for the purposes of exercising the data subject’s rights, TeamViewer shall forward this request to the Customer without delay. All costs incurred insofar shall be born by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law.

2.7 Assistance with Ensuring Compliance with Art. 32 – 36 GDPR.

Taking into account the nature of processing and the information available to TeamViewer, TeamViewer shall assist the Customer in ensuring compliance with the obligations pursuant to Art. 32 – 36 GDPR, in particular with respect to the security of the processing, data protection impact assessments and consultation of supervisory authorities. All costs incurred insofar shall be born by the Customer and shall be refunded at an hourly rate of 70 Euro to the extent permissible under applicable data protection law. TeamViewer shall provide the Customer with the information required for the preparation of the list of processing operations.

2.8 Deletion and Return at the End of Processing.

At the choice of the Customer, TeamViewer shall delete or return the personal data that is the object of the commissioned data processing, unless the law of the European Union or a Member State to which TeamViewer is subject requires storage of the personal data.

TeamViewer shall make available to the Customer all information necessary to demonstrate compliance with the obligations resulting from clauses 2 and 3. In the event of any failure to provide such information or audit reports, TeamViewer will regularly, at least every 18 months, make available certificates of regular audits by a recognized auditor. TeamViewer allows for and contributes to additional audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; the costs for such additional audits shall be born by the Customer except in case TeamViewer’s certificate gives substantial rise to concerns of non-compliance.

2.10 Obligation to Notify Doubts About Instructions.

TeamViewer shall immediately inform the Customer if, in its opinion, the execution of an instruction could infringe any applicable data protection laws.

2.11 Obligation to Notify Breaches.

If TeamViewer detects any breaches of applicable data protection laws, this Agreement, instructions of the Customer relating to the data processing, or instructions of the data protection officer, TeamViewer shall notify the Customer without undue delay.

2.12 Designation of a Data Protection Officer.

TeamViewer has designated a data protection officer.

2.13 Disclosure or Publication of Appropriate or Suitable Safeguards for Transfers to a Third Country.

TeamViewer agrees to disclose or publish in-formation on the appropriate or suitable safeguards that have been used to make a transfer to a third country to the extent that this is required under Art. 13(1) f) or 14(1) f) of the GDPR in order to inform the data subject.

3. SUBCONTRACTORS

3.1 Subcontractors Engaged Upon Conclusion of the Agreement.

TeamViewer has engaged the following Subcontractors [insert link].The Customer shall treat the list of Subcontractors as a confidential business secret and shall not disclose it to third parties.

3.2 Additional Subcontractors.

If TeamViewer would like to engage additional or different Subcontractors to render the contractually agreed services, such Subcontractors shall be selected using the due care required by law. TeamViewer shall give the data exporter prior notice of the appointment of any new Subcontractors 15 days in advance. The Customer may object against the instruction of the new Subcontractors on reasonable grounds. In case an understanding cannot be reached, TeamViewer is entitled to terminate the EULA with 2 weeks notice.

3.3 Obligations of Subcontractors

3.3.1 Structuring Contracts According to the Requirements of the Agreement.

TeamViewer shall structure the contracts with Subcontractors in such a way that they comply with the requirements of the applicable data protection laws and this Agreement.

3.3.2 Engagement of Additional or Different Subcontractors.

TeamViewer shall obligate any Subcontractors to commit in particular to refraining from engaging any additional or other Subcontractors to process personal data without complying with sec.3.2.

3.3.3 Checking Safeguards of Subcontractors.

TeamViewer will examine whether sufficient safeguards will be provided to implement appropriate technical and organizational measures in such a way that the applicable data protection laws and this Agreement are complied with.

Annex 1: Details of the Data Processing According to Section C.

Object.

The object of the data processing arises from the EULA.

Duration.

The duration of the data processing shall depend on the term of the EULA.

Nature and Purpose of the Processing.

TeamViewer shall process all personal data solely for the purposes of enabling the use of the products and services provided under the EULA and according to documented instructions on behalf of the Customer.

Type of Personal Data.

The following types of personal data shall be processed:

4.1

Customer Information

4.1.1

Name of customer.

4.1.2

Contact information such as company name, job title, email, telephone and postal address.

4.1.3

Payment token – TeamViewer uses an external payment service provider and payments made in relation to an Account are identified through a token. TeamViewer therefore does not collect or process personal data associated with bank or payment card details.